Voices of Reality
by cathy588
Summary: What if Stefan was just a hot,tattooed singer in a rock band and not a vampire? What if a virgin Elena met him at a club she was dragged to by her best friend? This is a completely Alternate Universe story. So be prepared for Stelena to be different, especially Stefan. It is however a Stelena story :)
1. Chapter 1

Elena shifted uncomfortably in the passenger seat of her friend Caroline's old beater car. She looked down at her neglected nails that were long over due for a manicure and concentrated on tuning out her friend's upset voice.

"I did not!" This was yelled loudly and Elena winced, as Caroline continued to incessantly argue with her boyfriend whose loud voice could be heard as he audibly yelled out his response on the other end of the cell phone.

It seemed Caroline and Tyler were always arguing about something. And if any of their other fights were any indication, it would end with the two of them all over each other.

Elena leaned her head back and tried to fight the need to be elsewhere. She knew she should probably be at the library doing research for the paper she had to write, but instead she had let herself be talked into this.

They were on their way to a club Caroline's cousin Stefan was playing at, well his band "Fluid Pain" was playing at anyways. Elena had never even met Caroline's cousin; he was only recently back from California, but her friend had insisted she had to support her nephew in his endeavors and who better to keep her company than her very best friend?

Elena sighed softly as the lights from the club now came into view. She figured this was probably a mistake, or at the very least a huge waste of time. She just wasn't the clubbing type.

Sure she enjoyed rock music, but usually through her head phones while working out. But being serious about someday getting into medical school meant Elena sometimes had to remind herself she was 21 and not 61.

Well tonight's one of those times, she told herself with resolve as Caroline pulled the car into the club parking lot. She just needed to relax. She was after all entitled to blow off her studies and have a good time every once in a while, right? Right. Elena pushed open the car door and still talking loudly into the phone, her friend Caroline joined her on the broken concrete of the parking lot of Mystic Grill.

A short while later

Elena looked around for Caroline, but she hadn't seen her friend since the first band left for a break, and at least 20 minutes had passed since then.

Taking the last sip of her cola, she pushed back from the table. She thought she remembered Caroline saying something about going backstage to look for her cousin before his set, so she headed towards the rear of the bar figuring that would be the best place to look. It sure beat sitting there alone with guys she wouldn't spit on gawking at her.

Elena knew eventually one of those guys would consume enough alcohol and get up the nerve to approach her. And she wanted to avoid that awkward situation if she could.

She smiled slightly as she made her way passed a couple kissing with reckless abandon, and shook her head. Some people had no problem with public displays of affection. Elena, being a virgin had only been in a few semi-serious relationships.

If you were to ask her why she was still a virgin at age 21 she wouldn't give you the answer most would expect. She had no religious reasons whatsoever for her chastity, in fact the only reason she was a virgin was because the right guy just didn't seem to exist for her.

Sure she had come close to taking that all important step; with three different guys in fact, but something always seemed to come along and nip it in the bud before it had a chance to blossom.

She sighed now as she thought again of the passion she had witnessed in passing. The couple was most likely in love and couldn't stand to keep their hands off of each other..

Elena was distracted by her thoughts, and when the knob in her hand opening the door in front of her turned with little resistance she entered the room to a sight she could have gone another 21 years without having witnessed.

The man in the chair's eyes instantly locked on hers and a small smile played across his devilishly handsome features. Elena took a moment to note the arousal reflected in his intense green orbs before averting her own startled eyes from the spectacle in front of her. She was about to slam the door and run back to the preferable stares of the unsavory men out in the club when he spoke.

Elena froze at the sound of his voice. She could hear the raw sexuality in his tone and found her eyes moving up from the floor to meet his gaze.

"Are you looking for someone in particular"? He had his hands resting on the arm rests, but reached out to stroke the girl's hair as she moved up and down servicing him.  
"Um, I was.. Um looking for my friend, um Caroline.. Caroline Forbs", she stuttered, finding it to be the most difficult sentence of her life.

He smiled, his eyes glazed with pleasure, and his breath hitching slightly in his throat. Elena told herself to look away, but found her eyes riveted to his.

"You sure you don't wanna join us...ah…Sorry, I didn't get your name"?

Elena was stricken speechless for a moment at the invitation, but then found her voice.

"Um, I didn't give it, but it's Elena, actually, and no, I need to find my friend."

She was turning to leave when he spoke again.

"Elena"?

Elena turned back to him. She found her eyes landing on his long fingers intertwined with the rich brown locks of the girl in his lap.

Elena brought her eyes back up to his face quickly, feeling her cheeks redden. He grinned at her, his eyes daring.

"You should try the door on the left. Caroline might be in there".

Elena mumbled her thanks, and was turning to leave again when he said.

"Oh… and Elena"?

She met his intense stare again.

"Knock okay"?

Elena felt her cheeks blaze even more as she hastily pulled the door closed behind her.

How in God's name had she just let that happen?

(Chapter End Notes:)

it's my first fan fic! please be gentle with the reviews...


	2. Chapter 2

Elena stood outside the door the guy had indicated. Feeling a bit gun shy, she took a deep breath before knocking. She was relieved when the door opened and Caroline appeared. And then she saw the hurt look on her friend's face. Caroline looked like she had been crying.

Elena heard a masculine voice speaking from inside the room and then he was pushing passed Caroline and bumping into Elena in his haste to leave.

Caroline reached for him, but he was too quick.

"Wait! Damn it, Tyler"! She yelled at his retreating back, but he was gone.

"We had another fight Elena... Tyler wants to see other people and... And I don't think I can do that, you know"? Caroline said her eyes welling up again.

Elena nodded. So this fight was more serious. She was used to her friend's drama packed relationship with her boyfriend. And though she didn't know Tyler well, Elena had always gotten the sense that he cared about her friend. But now she wasn't so sure.

"Maybe he will come to his senses"? Elena tried.

Caroline shook her head. "I don't think so he has a date tomorrow night with some girl he met at work".

Elena opened her mouth to say something, but wasn't really sure what she could say that would be reassuring.

"Come on, My cousin's band is up in a few minutes. And I wanna get drunk", Caroline said, hastily wiping at her tears.

Elena followed her friend down the hall, her eyes falling on the closed door with...She realized he hadn't given his name, and then told herself it didn't matter. Someone who would do something like that at a club was someone she was better off not knowing.

Caroline led the way back to their table and plopped down. It wasn't long before a young girl, wearing loads of make-up but still looking much too young to be there, much less work in such a place, took her friend's order.

Elena listened as Caroline ordered a Long island iced tea and then placed her own order for a cola. She had never been much of a drinker, and besides someone had to be the designated driver.

Just then the lights on the stage flared to life and Elena looked up to see the four guys in the band. She knew that Caroline's cousin was the lead singer, but there was no one out at the front of the stage. Elena noted the look of annoyance playing across the guitarist's face, and then 'he' walked onto the stage.

Her eyes were instantly drawn to him. She felt her mouth trying to drop open and clamped it tightly shut. The guy backstage was Caroline's cousin?

Elena felt her cheeks redden as she sized him up. She took in his ripped up, tight in all the right places, faded jeans and open black shirt showing off elaborate tattoos she had somehow not seen in their first encounter.

He smiled at the audience and Elena felt her body grow warm as her insides melted.

What was wrong with her? Was she insane? This guy was everything she had always tried to avoid, a musician with groupies.

Elena found herself remembering some of what Caroline had told her of her slightly older cousin, Stefan, who was more a brother to her than a cousin, because Caroline had no siblings. He was 23 and totally irresponsible for the most part. He had left for California over a year ago hoping his band would somehow 'make it'. They hadn't, and he had recently decided to come home to Mystic Falls where he and his band had enjoyed somewhat of a following on the local club scene. According to Caroline, Stefan was also a bit of a slut, bringing home a different girl almost every night since moving in with her.

Elena, who had never before heard a guy referred to as a slut, had merely shaken her head at this, but now she pushed her hair from her eyes and tried not to openly stare.

She had to admit he was incredibly gorgeous.

Then he opened his mouth and the voice that issued from his lips reminded Elena of the sensual way he had spoken when the girl's head was in his lap. She felt herself getting a bit warm at the memory. She reached for her cola and wondered when the server had even set it in front of her. No matter, she was glad to have it. She took a huge gulp and relished in it's icy coolness going down her hot, dry throat.

She could see Caroline bouncing in her seat, and when Caroline turned to her, she met her friend's eyes and forced a smile. Caroline smiled back and then jumped up. She grabbed Elena's hands and pulled her up out of her seat.

Elena didn't really feel like dancing, but she knew her friend needed some kind of distraction from her problems, so she let herself be pulled out in front of the small stage.

As she moved in time with the music she could feel his eyes on her, but she ignored it. And she told herself her pounding heart was merely reacting to the workout dancing provided; that she definitely was not 'into' a singer in a rock band, no matter how hot he was.


	3. Chapter 3

(An hour later)

The band's set was over and Elena was ready to leave, but Caroline had pulled a disappearing act on her. Elena pulled out a chair ready to sit down, and wait, but then paused and scanned the bar one last time hoping to see her friend.

No such luck, Caroline was nowhere in sight. Elena knew she was most likely backstage talking to her cousin and his band mates. The band, Stefan included had taken off immediately after finishing their last song. Elena had rushed off to use the bathroom, too many colas would do that to a girl, and when she returned Caroline was MIA. She knew she had two options, sit here and wait for Caroline, or go backstage looking for her.

Decision made, she pushed the chair back in and made her way towards the back of the club.

When she reached the hallway with the two doors she hesitated briefly. She was just raising her hand to knock when the door opened and she was met with those intense green eyes.

"Elena, right?" Stefan smiled at her and took a drink from the beer in his hand.

Elena nodded. "Um, yeah, Elena...I'm um looking for Caroline...again," she said meeting his eyes. Vowing to herself that she was not going to be intimidated by him.

His smile grew.

"Right this way," he said pulling the door wide open.

Elena followed him into the noisy room. She spotted Caroline almost immediately and thanking him quickly she headed away from him and towards her friend.

"Elena!" Caroline said with a little too much enthusiasm.

"Did you meet my cousin?"

Elena smiled and nodded. "Yeah, you could say that we've met".

But she wasn't sure Caroline was even listening. Caroline took a swig of the beer she was holding.

"Well, this guy here is the back bone of the band, Matt, this is my bestest friend Elena", Caroline said drunkenly.

"Oh, and he's also the guitarist"!

Matt smiled at her and stuck out his hand. Elena took his hand and smiled.

"Nice to meet you, Elena", he squeezed her hand briefly and then let it go, his eyes moving back to Elena.

Elena could see his interest in her friend; going by the way he was looking at Caroline, he was crazy about her. She wondered if Caroline even knew?

"Stefan"! Caroline screeched and grabbing Elena's hand she pulled Elena to his side.

"You have to meet Elena"!

Elena was shoved close to him almost colliding with him bodily.

His free hand shot out, gripping her shoulder to stop them from falling over.

"Whoa! Caroline, you really shouldn't throw your friends at me", he grinned, his eyes on Elena.

Elena stepped back uncomfortably, his fingers leaving her.

Stefan stuck out his hand towards her.

"I'm Stefan, by the way", he said his eyes delving into hers.

Elena looked away from him to his proffered hand and then stuck out her own letting his long fingers embrace hers.

"Hi," she said quickly, avoiding making eye contact.

He squeezed her hand gently, holding on a little too long and then let go. Elena felt his eyes on her face, but turned to Caroline.

"I really need to get going, Caroline, remember I have to be at the Library early tomorrow"? She lied.

Elena was figuring Caroline was too far gone to remember her having mentioned what time she wanted to be at the Library.

Caroline squinted at her and then laughed. "God, Elena, tomorrow's Sunday! You can't spend all of your free time studying it's not healthy! Tell her Stef...tell Elena how unhealthy excesside...excessife...'excessive' studying can be", Caroline giggled.

Stefan's intense eyes found Elena's. "Definitely not healthy", he winked.

Elena looked away from him."Caroline, really I have to get back to my dorm".

Caroline pouted. "Really, Elena? God you're such a party pooper"!

Just then a dark haired girl sidled up to Stefan and slid her arm around his waist.

"Hey, baby, you still comin' home with me tonight"? She whispered loudly in his ear making sure all could here her sweet nothings.

He smiled at her and nodded. She pulled his mouth down on hers and kissed him hotly, before backing off.  
"I need to talk to Rebekah and then I'm ready to go", she said sexily.

The girl was drop dead gorgeous with brown curly hair and beautiful,but heavily made up eyes Elena had ever seen. She shot Elena a cold look before turning on her heels and walking off, presumably in search of her friend.

Elena watched her for a moment and then turned back to Caroline. She gave her friend a pleading look.

"Oh, fine! But I was just starting to have fun"!

Caroline fished her keys out of her pocket and Elena quickly snatched them from her fingers.

"I'll drive", she said hooking her arm threw her friend's, and turning her in the direction of the door.

"Hey, Elena"? Stefan's voice filled her ears.

Elena turned to look at him.

"It was nice meeting you...again", he grinned.

Elena forced a smile. "Yeah, you too", she said and turned back around.

Elena led Caroline through the bar and out the door. They had barely made it outside the club doors when her friend got sick.

She held Caroline's hair back until she could heave no more and then led her drunken friend to the car.

She had only driven for a few minutes when the sound of sirens filled the air. She pulled to the side of the road and watched as three fire trucks sped passed and took a left turn up ahead of them.

Elena looked to her friend and sighed. How was she going to get Caroline inside her apartment? She was out cold. Elena was approaching the turn the three fire trucks had taken when she noticed the black smoke rising into the sky.

She felt a moment of sympathy for those losing their homes and said a quick prayer that all had escaped unharmed. And then it occurred to her where the smoke must be coming from.

She took the turn and drove ahead a few blocks. She was almost convinced she had to be right, when she could drive no further. There was a police barricade up ahead.  
Elena pulled over and a police officer approached her car.

"Hello, Officer...um, I was wondering what's going on"... Elena explained.

"You see I live in that house and the smoke looks like it could be coming from my dorm"

The police officer nodded. "The fire is located in that area, but I can't give you any specifics, Miss. I will tell you this, either way you won't be able to return to your dorm tonight", he said with authority. "It's just not safe".

Elena thanked him quickly her mind whirling.

Was her dorm on fire? Now what was she going to do? Just when she thought this night couldn't get any worse!

She turned the car around, made her way back to the main road, and took a right headed for Caroline's. Elena was sure her friend would have no problem with her crashing on her sofa for the night. But then what?


	4. Chapter 4

**I changed the story a bit, nephew should of been cousin.. (thanks notorrious) I must tel you that English is not my first language, so please help me if i made mistakes :)**

**here's chapter 4! Hope you guys like it!**

Elena parked the car in front of Caroline's apartment and then looked at her comatose friend. How was she supposed to get her inside like this? It was probably a lost cause, but she knew she at least had to try.

Elena got out of the car and went around to the passenger's side of the car. She opened the door, and thankful she had had the foresight to buckle her friend in she watched as the seatbelt held Caroline upright instead of sending her crashing to the cement in front of her.

She pushed Caroline back in the seat and slapped at her face lightly hoping to rouse her. No such luck. Elena looked to the cup holder. There was a half full bottle of water nestled there. Perfect.

She reached across Caroline and grabbed it up, and began unscrewing the cap. Caroline might wake up wanting to kill her for this, but at least she would be awake. Without over thinking it Elena threw the water directly in Caroline's face.

"Wha…what are doing…Why'd you do that?"

Caroline was pushing the wet hair off of her face and squinting up at her through a drunken haze.

"Because we're at your apartment and it was better than letting you sleep it off in the car," Elena explained a bit impatiently.

Caroline looked around her, taking in her surroundings.

"Oh, okay…But why'd you have to wet me?"

Elena looked at her friend in exasperation.

"Come on Caroline, let's just get you to bed, okay?"

Caroline blinked up at her not answering. Elena sighed and reached in to haul Caroline out.

Caroline stumbled and a giggle burst out.

"This is fun isn't it?"

Elena had an arm around her friend but managed to give her a sideways look.

"It's a blast Caroline. Remind me to say yes the next time you ask me to go to a club with you."

Caroline giggled again; it seemed Elena's annoyance was hilarious to her. And then they were at her door, where Elena leaned her up against the wall and worked the key into the lock. She got Caroline to her room and then it occurred to her she hadn't mentioned the need to crash there for the night.

"Um, is it okay if I crash here tonight? I could sleep on the sofa?"

Caroline was barely conscious.

"Take Stefan's room, he's staying in the room across the hall, but he went home with that girl, remember?"

The image of the dark haired girl sprang to mind.

"I think I would rather just sleep on the sofa," she said turning to leave.

"Okay, but Stef spilled a beer on it yesterday and it's still wet."

Elema froze at her friend's slightly slurred words.

"There are fresh sheets in the hall closet."

Elena sighed and shutting the door behind her, she made her way to the hall closet. She didn't like the idea of sleeping in someone else's bed. But Caroline was right. She had heard the conversation herself. Stefan was going home with the dark haired beauty from the club.

Sheets in hand she made her way to the only other door she knew not to be the bathroom. She pushed the door open and to her surprise it was very neat. She went to the bed and stripped off the comforter and sheets, laying them aside.

When she had successfully changed the sheets she made her way into the bathroom to get ready for bed. She washed her face and then brushed her teeth with toothpaste on her finger, rinsing her mouth quickly. That done she made her way back to Stefan's room and slid out of her jeans.

She folded them neatly and put them on the chair by the bed before climbing under the blankets.

She had left the bedside light on and now reached to turn it off. She froze as the bracelet caught her eye. It was a black leather band with a snap button closure. She picked it up and slipped it on. It was too big for her and slid on easily. She looked at it against her pale skin and let her mind wander over the night's events. She had never met anyone like Stefan before. Scratch that. She had never met anyone like Stefan that she had been even remotely interested in.

Was she interested in him? She slipped the bracelet off and stuck it back in place, her hand moving on to the light. And as the room fell dark she told herself not to be silly. She was not interested in Stefan. Not only wasn't he her type, but he didn't fit in with the plans she had for herself at all.

XXXXXXXXXXXXXX

Elena felt it before she even knew what it was. The tiny movement of warm fingers, the small amount of sweat beneath each digit and that of a larger palm indicating to her sleep fogged mind that the hand had been there for some time before awakening her.

And then she was fully awake her eyes snapping open. She barely stopped herself from crying out and jerking away as her eyes fell on his face. Her breath caught in her throat. He was only inches from her, his face tucked against the pillow; his arm draped across her where his fingers had somehow managed to crawl down the back of her panties. He looked so innocent in sleep despite what his wandering hand might imply.

When she could breathe again she reached gingerly and pulled his hand from her bottom and tucked it beside him. She breathed a sigh of relief she hadn't awakened him and was just about to try easing out of the bed when his long lashes fluttered open to reveal a sleepy steel green gaze.

"Hey," he said smiling and moving slowly he reached for her.

Elena put up her hands to ward him off, her fingers coming up against an inked barrier.

"Whoa, I don't think so," she managed shakily.

His smile vanished to be replaced with confusion as he stared at her. Elena watched as recognition dawned in his sleepy eyes.

"Elena, right?" His voice was deep with sleep and she fought the urge to find it sexy by replacing it with anger.

What was he doing here? Wasn't he supposed to go home with what's her face, the raven haired makeup model?

"Um, yeah, I'm, um, Elena. But what are you doing here?"

Stefan's eyes widened at her words.

"You're in my bed and you're asking me what I'm doing here? Well, there are two possibilities, Elena. One, you came home with me and we had a great time, or two... I'm not sure what two would be. So if you wanna help me out, that'd be great, 'cause I'm sure it wasn't option one, I think I'd remember that," his words sailed smoothly from a smile reminiscent of the night before, teasing her.

And then he looked down where her hands were still pressed against his chest. Elena pulled them back and slid away from him.

"Um, I'm sorry, I mean. I thought you wouldn't be home last night. You said you were going home with someone and I think my dorm burned down, so I needed a place to crash. Your cousin…Caroline, said I could use your bed, because you spilled beer on the sofa… And I'm probably giving you way more information than I need to," she apologized.

"Well, I came home and got into bed. I didn't know it was already taken, but then again I was kinda drunk."

He sounded sincere despite his small smile, but Elena wasn't so sure.

At her look of disbelief, "Look, I'd offer to leave, but I think it would only make the situation more awkward." He lifted up the blankets and looked passed his chest to indicate he was naked beneath.

Elena clutched the blankets closer, building a barrier between them.

"I'll just…if you close your eyes...and um, turn around…I'll just go."

Stefan's smile grew bigger and his eyes regarded her with unveiled amusement.

"Close my eyes 'and' turn around? Sounds like you don't trust me much, Elena."

Elena was not amused by his enjoyment of the situation.

"I don't 'know you' much, is more like it," she said a bit huffily, her embarrassment quickly being replaced by anger.

She had no intention of stepping outside the blankets in just her t-shirt and underwear, besides how did she know he wouldn't peek?

She stared him down.

"Okay, turning around," he said, and he did just that.

Elena was staring at his back where the blankets had slipped lower showing that he was rock rolid, both his arm and his torso.

"Closing my eyes now," he said, the amusement in his voice breaking her out of her locked in stare.

Elena jumped from the bed and grabbed her jeans, shoving her legs into them quickly. When she had them fastened she made her way to the door, where she quietly slipped out and made her way to the bathroom.

When she was behind its locked door she let out the breath she had been holding. What was it about Stefan that made her feel so uneasy? Like maybe she could lose control where he was concerned? Elena didn't think she liked the feeling, not one little bit.

(Chapter End Notes:)

I hope you guys liked the story so far, please tel me your thoughts in the reviews :)


	5. Chapter 5

After cleaning up and brewing a quick pot of coffee, Elena had left the apartment, travel mug in hand.

She knew for a fact Caroline wouldn't be up for hours so borrowing her car shouldn't pose a problem.

She had held her breath hoping her suspicions were wrong practically the whole ride to her dorm, and when she found nothing on the radio reporting the location of last night's fire she had grown hopeful. But now as she pulled up to the curb across the street from the burned out building that used to be her home, she felt her hopes fall.

A good portion of the building was a taped off ruins. And the rest was probably so water logged and smoke damaged it would be uninhabitable for weeks or maybe months to come.

She hoped no one had been hurt, that would be the worst. This was merely an inconvenience. A pain in the ass inconvenience, but at least she hadn't been home when the fire started.

As she sat and stared her mind whirled through the possibilities. She could hit her parents up for enough money to get a small apartment, but she had vowed she would do this on her own if possible. Her parents had very little money and Elena knew any cash they loaned her would hurt them greatly.

That was why getting a scholarship had been so important to her. Her scholarship had included her books, and room and board at Bennington house. The money she had saved from her after school jobs all through high school had come in handy for odds and ends, but she really didn't need much other than food and personal items.

She tried to remember her bank account's standing and went blank. Did she have enough left for first and last month's rent on a dive someplace within walking distance of the university campus? It was doubtful.

She sighed and let her head rest against the coolness of the steering wheel. She could stay at Caroline's for a few more days while she figured things out, but soon Caroline would say what everyone said when a homeless friend had worn out their welcome, "get out," and then where would she go?

She was about to start the car and head back to Caroline when a fist landed on the window startling her. She cranked down the window and attempted to return her friend's smile.

"Hey, Elena," Kol said in his usual greeting.

"Hey, Kol," she said in return.

Elena liked Kol, but only as a friend. He was a nice enough guy, but she had been avoiding him as of late, in the hopes of getting her message across that she wasn't interested in him romantically.

Everything had been fine between them until the day the two of them had been hanging out beneath one of the huge maple trees on campus.

The setting had been perfect, a beautiful fall day with a light breeze. They had been joking and laughing, having a great time comparing professors, but then he had tried to kiss her. And now there was just this awkwardness whenever she was around him.

He turned now and looked over his shoulder at the charred mess behind him.

"Shame about your dorm. You find a place to stay yet?"

Elena shook her head.

"Right now I'm crashing at Caroline's, until I can figure something else out."

Kol smiled and nodded.

"That's great…I mean that you have Caroline to fall back on. But you know my apartment has an extra bedroom…"

Elena shook her head again.

"I don't think so, Kol, I mean I appreciate the offer, but I don't think it would be a good idea."

Kol nodded. "Well, if you change your mind just let me know. The invitation stands; indefinitely."

Elena smiled her thanks and began cranking the window back up as he backed away from the car.

As she threw the car into gear, she told herself that wouldn't happen. She would live at the Y, before taking up residence at Kol's place.

She wouldn't let herself be drawn into a relationship out of convenience.

She was headed back to Caroline when she saw the bagel shop and decided to buy breakfast for everyone as a thank you for letting her stay there the previous night.

She pulled in and ten minutes later was back behind the wheel with the smell of freshly baked bagels tempting her nostrils.

Once back at Caroline's she hesitated at the door. She had the keys, but should she knock?

She glanced at her watch; it was almost 10:00. She shoved the key in the lock figuring she would risk being rude to avoid waking her sleeping friend.

She could hear guitar music as soon as the door was unlocked, and swung open to the sight of a shirtless Stefan, his long fingers on the strings coaxing a beautiful song from the instrument.

He had yet to notice her presence and as she stood frozen he began to sing:

"Behind your eyes I see a vision;  
you're smile I see a friend.  
A place that I can come home to  
when tired at the day's long end.  
And when you look at me you see…  
what I tried so hard to hide,  
but I always knew that with you I'd fail.  
'Cause you can see right through me,  
through all that I keep veiled."

Elena wasn't sure if he had heard her or what, she was unaware of any sound she might have made, but when he looked up his eyes fell on hers and she saw something she would have thought she would never see. He looked embarrassed, as if caught doing something he shouldn't be doing.

"That was beautiful," her words were soft in the now silent room.

"Yeah, I was just messin' around. So what's in the bag?" He said his eyes moving to it.

"Um, bagels and cream cheese. I thought the least I could do was buy breakfast to thank you guys for letting me crash here last night."

Stefan grinned with that teasing twinkle coming into his eyes, and Elena told herself she must have been wrong about him seeming embarrassed a minute before.

His next words proved that without a doubt.

"Well, you can share my bed anytime… And I can think of a few other ways you could thank me…but bagels work."

Elena blinked at his cockiness and then without saying anything she turned and headed for the kitchen.

She was pulling the bagels out of the bag and placing them on a plate when he joined her in the small kitchen. He opened a drawer and pulled out a knife and began slicing the bagels.

They had been working side by side in silence for a few minutes before he spoke.

"Um, listen I was just joking before. I mean about you thanking me. I must have sounded like a real ass hole."

Elena glanced at him.

"Yeah, you did actually. Here," she said handing him the tub of cream cheese.

He took it and their fingers brushed lightly sending a shiver through her that was hard to ignore.

"I am an ass hole, sometimes. I mean I have kind of a bad track record where women are concerned, you know?"

Elena didn't say anything. What was this anyways? Was he apologizing for hitting on her? And if so, what was he hoping to gain by it?

Elena had the feeling he was about to say more when a yawning Caroline walked into the kitchen.

"Ugh, food! Please say you brought coffee too!"

Elena shook her head, but moved to make a fresh pot.

"But I was just about to make some."

She felt eyes on her and wondered if it was Stefan. Elena had a feeling it was, but wasn't sure why.

"So I thought you had to be at the library so early," Caroline said casually, sticking a finger in the cream cheese and bringing it to her mouth.

Elena looked at her friend in surprise. She was surprised Caroline remembered anything from the night before.

Figuring it was as good a time as any, Elena broke the bad news about her dorm. When she was finished Caroline's next words filled her with relief as well as trepidation.

"You can stay here as long as you like. I mean there's no rush. It'll be fun having a new roomie, right Stef?"

Stefan grinned. "Oh, yeah, the more the merrier is what I always say."

Elena looked down at her bagel. Yeah, the more the merrier, she just bet that was a motto he used where just about everything was concerned.

Elena looked up and smiled at her friend.

"It shouldn't be too long before I figure something out, but thanks. I appreciate it."

She moved to let her smile include Stefan this time. His eyes met hers and she looked away uncomfortably.

She knew she would have to figure something out soon. She just didn't feel comfortable with the thought of living in the same space as Stefan.


	6. Chapter 6

After spending a good part of the afternoon, and late into the evening at the library working on a paper for one of her classes, Elena didn't expect to come home to the theatrics that was her best friend Caroline

She was barely through the door in fact, when her friend rushed out of her room.

"Elena, thank God you're home! I thought I was going to go crazy!"

"Caroline what's going on," Elena replied tiredly.

She had been staring at tiny print all day and her eyes ached. She really just wanted to eat something and go to sleep.

She looked at the now dry sofa and sighed. But she knew she was at the mercy of her two new roommates. If they were up and about, so was she.

"You have to say yes, Elena, please?"

Elena just looked at her.

"Say yes to what, Caroline?"

Caroline grabbed her hands.

"Please go to the club with me tonight? I beg you as a friend whose ass hole of a boyfriend is out with some skank from work!"

Elena sighed. What with all of the turmoil in her own life, Elena had completely forgotten about Caroline's problems with Tyler. If she had remembered she might have foreseen this recruitment coming.

"Caroline, I have an early class tomorrow morning, you know that."

Caroline gave her a beseeching puppy dog look.

"Please, Elena! I can't just sit around the apartment, I'll go crazy. I need to do something, or someone!"

Elena laughed at first, but then realizing Caroline was dead serious, "You're serious aren't you?"

Caroline shrugged. "I dunno, but I'm going out, and if you don't wanna come, fine. I just thought as my best friend you would understand that I can't be alone tonight."

Elena let out her breath resignedly.

"Fine…Just let me take a shower first, okay?"

Caroline jumped up and down excitedly.

"You will so not be sorry, Elena! We'll have so much fun, I promise!"

Elena just shook her head and headed for Heather's room.

She had gone shopping earlier in the day to buy some new clothes and personal items which she had stored in Caroline's room. She grabbed up a new pair of jeans and a shirt and some shower items and then headed for the bathroom. She had a feeling this was going to be a long night.

The shower was the best part of her day she realized as the hot water flowed over her soothing the tired muscles of her shoulders. She had sat stooped over reference books for way too long.

Elena took her time, but the shower ended and sighing softly she climbed from the stall and dried off. She quickly weighted the options of dressing in the bathroom and decided it was probably a good idea, the thought of running into Stefan while wearing only a towel was probably making her more cautious than was necessary. She was pretty sure he wasn't even home.

But it was better to be safe than sorry. She dressed quickly and left the bathroom, her wet hair hanging down her back. She was on her way to Caroline's room, but stopped at the sound of her friend's voice. She was on the phone and Elena would have bet her scholarship Caroline was talking to Tyler.

Trying to avoid eavesdropping Elena made her way to the balcony and stepped outside. There were a few chairs out there and she made herself comfortable in one of them to put on her socks.

She really hoped Caroline and Tyler could work this thing out. She knew her friend was in love with the guy, or at least Caroline thought she was, and that was pretty much the same thing when someone broke your heart. Elena, who had never felt like that about anyone could only imagine.

She leaned back and looked out at the night. The stars were bright and she felt a calm come over her for the first time that day. She closed her eyes and she must have dozed off because the next thing she knew Caroline was nudging her.

"Elena, wake up!"

She sighed and opened her eyes. "I'm awake."

Caroline reached and ran her fingers through Elena's still damp hair.

"You should use my blow dryer; you'll catch pneumonia out here like this."

Elena nodded. She followed Caroline in and shut the door behind her.

XXXXX

(Later)

Elena let her eyes wander around the club. It was much more crowded than she would have thought for a Sunday night. But so far the night had been far from the fun time Caroline had promised. So far she had pretty much just sat and watched Caroline drink and hit on guys.

Elena looked over at her friend now and then looked away. Caroline had been hanging on some guy for the last half hour and it was pretty embarrassing.

She knew Caroline was just trying to forget about Tyler, but there had to be a better way than getting drunk and throwing yourself at a complete stranger.

Elena closed her eyes and leaned back wishing she were back in her comfortable dorm room. But the rumor was it would be quite some time before that could happen.

Her thoughts were drifting to the paper she had just finished that evening when she felt his fingers brushing the hair back from her face. She jumped.

Her first thought was that one of the creeps in the club was getting too brave, her second thought wasn't much better. She looked up to see a smiling Stefan. She fought her irritation at him for thinking he could do something like that and then smile at her like it was the most natural thing in the world for him to be touching her.

"Hey, sleepy head."

She sat up straighter and looked up at him.

"Um, hi."

And then she couldn't help herself, "Do you always sneak up on people, or am I just special?"

She knew she was making too big of a deal out of the whole thing, but told herself it had nothing to do with the fact that his touch had sent shivers through her body.

"Well there's no doubt in my mind that your special, but then I never could resist a beautiful girl like you," he teased.

Was he completely thick? Or was his ego just so big her sarcasm had bounced right off?

She was about to reply with just such a question when Caroline bounced over and hugged Stefan.

"Stef! I am so glad you showed up! Oh, I love this song, it is so hot! We should all dance! Come on Elena!"

Caroline pulled Elena up and despite her protestations she let herself be herded, as Caroline led her and Stefan out to the dance floor.

Elena took a deep breath and told herself to just go with it. So far Stefan was keeping his distance and that was good. She let herself relax a little, telling herself this wasn't so bad. She had always liked to dance and the music was good.

She looked at Caroline and matched her movements. But Elena knew that even drunk, her friend was the superior dancer. Elena spun around. She was looking down and didn't see how close he was until they were colliding.

She felt his arms go around her and then she was looking into his eyes. She felt the floor drop out from under her at his nearness. And then she pulled away and forced herself to continue dancing.

But suddenly Caroline was gone. She looked around for her friend and saw her dancing with a guy she had never seen before. And then it hit Elena. She was alone with Stefan on the dance floor. She told herself to just not look at him, but the way he moved drew her eyes. Like his cousin, he was an excellent dancer and his body melded with the beat of the song. The room grew hotter as she watched him and she finally forced her eyes away, her cheeks flaring.

When the music ended she felt relief course through her and turned to head back to the table. A new song had started, a much slower one, and his hand on her arm was so shocking it took a moment for her to realize what was happening. She was in his arms before she knew it, her breath leaving her.

She felt herself stiffen, and she knew her discomfort had to be obvious, but if it was, he chose to ignore it.

He moved closer until they were almost touching and she could feel the heat of his body; the heat of his eyes on her face. Her heart was pounding so hard and all of a sudden she was more than thirsty, she was parched. Still all she could think of was him. He was too close. She had never done anything like this before; dance so close with someone she barely knew.

She told herself to pull away, to head back to the table, but she couldn't. His hands were at her waist and she could feel the heat of his fingers searing into her bare skin as her shirt moved exposing her midriff.

Elena was finding it more and more difficult to deny her attraction to him. But how could she be attracted to someone like him? He was so full of himself; so cocky!

She had been avoiding his eyes, but now she met them, his gaze intense. She knew it was a mistake as soon as she did it. His eyes moved to her mouth and then he was moving closer, his mouth coming towards hers.

Oh, God. He was going to kiss her! She felt herself panic. She couldn't let this happen. She shoved him away and pushed through the other dancers to get away from him.

She made her way off the dance floor and towards the ladies room, and slipped inside quickly. She was out of breath from her mad dash. This was crazy. She had almost let him kiss her! What had she been thinking? She had to live with this man! She went to the sink and splashed her flushed cheeks with cold water. And then drying her face quickly she pushed her slightly damp hair up from her face. It was so hot. God, why was it so hot?

She leaned against the door and took a deep breath. She told herself she would just go back out there and pretend nothing had happened.

Simple enough in theory, but she knew it was far from simple. She was attracted to Stefan; she could no longer deny that.

But she was not like those other girls; she would not be like one of his groupies. She would just keep her distance and this; whatever it was she was feeling would go away. Wouldn't it? After all she did have willpower; she could resist him. Couldn't she?

XXXXX

Elena made her way back to the table and sat down. She let her eyes roam over the dancers and told herself she was looking for Caroline, not Stefan. And she was looking for her friend, but she would be lying to herself if she didn't admit she was looking for Stefan too.

She saw Caroline dancing with some guy and let her eyes move along. She was just about to give up when she saw him. He was dancing with the dark haired girl from last night..

Elena watched as they moved seductively against each other, the girl's hands caressing him, her fingers moving along his hips and up his chest. And then the girl turned and pressed her bottom against him, her dark hair shining in the overhead lights as she smiled back at him, grinding sexily.

Elena looked away. She felt slightly sick at the display. She told herself this really was a good thing. As long as he kept acting like a slut she would have no problem sticking to her resolve. This girl could have him as far as she was concerned. Elena knew she didn't have time for a relationship and she certainly wasn't going to waste her time on a guy who just wanted to get into her pants. She knew exactly what she was to him; she was merely a conquest.

Guys like him slept around. They wanted nothing but uncomplicated sex. And while Elena wasn't holding onto her virginity with a death grip, she still wanted her first time to be special; with someone special.

She had been staring at her short nails lost in thought, but looked up as Caroline came back to the table.

She smiled at her now blasted friend and tried to push the images of Stefan and that gril out of her head.

But Elena knew that it wasn't going to be an easy thing to do when the music ended, and they slid into the empty seats across from her and Caroline.

XXXXX

Drinks were ordered and Elena couldn't wait for the server to return with them. She thought maybe if that girl had something to hold onto her hands wouldn't be so apt to travel up Stefan's arm every time she spoke in his ear.

The music was loud and that was the only good thing about the situation as far as Elena was concerned. At least she wasn't expected to make conversation.

She felt Stefan's eyes on her and looked up meeting them. She gave him what she hoped was a neutral look and glanced away. a few moments later she saw the girl whisper something to him and he shook his head. She frowned and leaned her body into his whispering some more. And then Caroline shouted something about getting out of there and going to get something to eat.

Elena leaping at the opportunity to leave, shouted back that she was starving even though this was hardly the truth. She jumped up from the table in her eagerness to leave.

Caroline who was already standing turned to Stefan.

"Are you coming, Stef?"

What are you doing, Caroline? Elena wanted to scream, but kept the question to herself. But of course her friend had no idea how much she wanted, no needed to be away from them.

If he were coming, that girl would most likey join them as well, wouldn't she? And then it would just be more of the same except no loud music to avoid conversation.

Elena was more than a little surprised when a few seconds later Stefan leaned in and said something to the girl, and then stood up.

the girl's mouth was hanging open. It seemed Elena wasn't the only one surprised.

And as the three of them left the girl alone at the table, Elena had to wonder what he was doing.

After all that girl seemed like a sure thing.


	7. Chapter 7

The diner was almost empty when the three of them slid into the cracked leather booth. Stefanl took the seat directly across from her, leaving Caroline to lean none too soberly against her on their side.

Elena grabbed a menu immediately and stuck it in front of her nose. She was hoping to avoid looking at him. He was splayed out in the middle of the booth, his long arms along the back, black shirt open, wearing a lazy grin as if he owned the place. And maybe he did, because when the waitress showed up her attention focused on him immediately.

"Hey, Stef, what can I get for Ya?"

Elena peeked out from behind her menu to take in the cute girl smiling at Stefan. The waitress was blond and leggy and the way she was sticking out her chest, not to mention calling him by name, made it obvious she either knew Stefan well, or was dying to get to know him better.

To avoid staring, Elena ducked back behind her menu and let her eyes scan the text in the menu. As her eyes fell on the burger and fries plate she realized she really was starving. She listened as Stefan placed his order and then put down the menu.

Caroline's nose was still buried in her menu, so Elena quickly told the waitress what she wanted, and then sorry to have to give up her makeshift barricade from his eyes, she placed the menu back behind the condiments where she had found it.

She then looked down at her nails pretending a fascination at the tiny tear in her cuticle as Caroline ordered her food.

The waitress jotted something on her small pad and started to walk away, but then thinking better of it, she leaned in whispering something to Stefan.

Elena's eyes went up and she found them glued to the two of them. As Stefan listened his eyes met Elena's catching her. He smiled and Elena pulled her eyes to the water glass in front of her.

With the waitress finally gone they were thrown into silence, the only sound that of the man a few tables over from them and the occasional clanking sound from the kitchen. But the silence didn't last long.

"So, what's with you and that girl Katherine, Stefan?" Caroline's words were a little slurred, but the smile on her face was one of sisterly amusement.

"I mean she's been after you since you got back hasn't she?"

Stefan shrugged and bringing his arms from the back of the seat he leaned forward.

"Maybe I'm just not interested this time."

His words were directed at his sister, but his eyes were on Elena.

"Well you're probably better off after the psycho way she acted before you left for LA."

Caroline looked at Elena. "Stefan and Katherine had a thing. I might have mentioned it before, don't remember…" Caroline eyes lost focus and then she was shaking her head to clear it. "What were we talking about?"

Elena knew Caroline was zoning out, going to that great drunken place again.

Elena felt Stefan's eyes on her. So that was why he had left with them, because he didn't want to get involved with a psycho ex-girl friend?

Elena felt stupid for half thinking he had left because of her. She should have known better.

She picked up her water glass and took a tiny sip wishing he would stop it with the intense stares already! He was making her uncomfortable.

She set the glass down and forced herself to meet his eyes, but his gaze didn't fall away as she had hoped. Instead he held her eyes in some kind of sexual stare down. She felt her cheeks redden, the warmth in her cheeks spreading down her body to rest between her thighs.

She made herself look away leaving him victorious in his little game.

She wanted another sip of water, anything to quench the fire, but she was afraid of the tremble in her hands giving away just how much he had affected her.

And then the waitress arrived with their food and Elena was grateful to have him focusing on someone else. Soon the waitress began to flirt with Stefan again, and Elena dug into her fries with a fake gusto she had never felt for the deep fried dish.

When the waitress was gone again and the three of them were alone with their food Caroline once again took up her duty of teasing her cousin.

"So how do we know, Lisa, I think it was?" She pointer brazenly at the waitress who was talking to the man a few tables over.

"I don't really know her. Some of us come here after sets every now and then."

Caroline grinned. "Well she sure is into you, wouldn't you say, Elena?" Elena looked up from her food. "Um, I wouldn't know, Caroline." Elena replied avoiding Stefan's eyes.

(Later)

Being that she was night blind, Elena hated driving after dark. But the alternative; letting an obviously drunk Caroline, or Stefan who was questionably inebriated drive home forced her to be the designated driver. She knew she had made the right decision when the sound of Caroline's light snoring drifted from the backseat. Stefan looked behind him at his cousin's sleeping form.

"She always snores when she's drunk." This was said as he reached and flipped on the radio filling the car with sound to drown her out.

Elena's only response was a small nod while keeping her posture rigid behind the wheel. She had decided it was best to ignore the close proximity of Stefan setting in the passenger seat next to her and instead concentrate on the dark road in front of her.

After a few minutes with no conversation Stefan leaned his head back against the seat closing his eyes. The song playing on the radio was one Elena had heard before, but couldn't put a name to.

After a few minutes she glanced at Stefan, the moonlight shining through the window casting shadows across his stubble covered face. She thought that like his cousin, he had probably fallen asleep. She was stopped at a light and let her eyes travel over him unbidden. Elena let her eyes leave his face and move down his body pausing at the slice of skin where his shirt had ridden knew she was openly staring, but she couldn't help it, the sexy little trail of hair leading down from his belly button trapping her eyes.

She took a deep breath and let it out, her eyes moving back up to see that the light had turned green. She moved through the intersection and vowed she would keep her eyes to herself the remainder of the trip.

Elena felt herself relaxing a little, and was pretty much at ease when she pulled into the parking area and shut off the engine.

She unbuckled her seat belt and turned to Stefan intending to rouse him from sleep. But he was already awake his eyes on her.

"If you get the door, I'll get Caroline," his deep voice filled the quiet car.

Caroline had pretty much stopped snoring leaving them in total silence.

"Um, okay."

Elena swung open the car door and headed for the door to their apartment. She pushed open the door and watched as Stefan, with Caroline swung over his shoulder made his way up the walk.

He moved passed her and into the lighted entryway and then she saw him disappear into the apartment.

Elena shut the door and followed him in. She was about to plop down on the sofa, but remembered her things stowed in Caroline's room.

She made her way to the door and froze at the tender scene she was witnessing. She watched quietly as Stefan took his cousin's shoes off and tucked her in. And then he gently moved the hair back from her face and kissed her on the forehead.

"Sleep tight, Care." These words fell tenderly from his lips and Elena ducked back around the corner not wanting him to see her.

She had a feeling he would get that same look on his face, like the day she had walked in on him playing his guitar; the look she had pretty much convinced herself she had imagined.

Elena ducked into the bathroom to brush her teeth and wash her face .

And then figuring the coast was clear she made her way quietly into Caroline's room to get her stuff.


	8. Chapter 8

After a hectic week of classes followed by long evenings spent hunched over her books at the library, Friday rolling around meant Elena could finally take a breather and relax.

Of course she still had a paper to finish, but it was almost 9:00pm and she had decided enough was enough when her eyes kept losing focus on the small print of her text books.

But her visions of Ben and Jerry and a quiet night in front of the television were far from what awaited her as she stuck the key in and pushed open the door to the apartment.

The room was filled with people she didn't know; the air heavy with cigarette smoke and the cloying aroma of spilt beer. She moved forward and said a silent prayer that said spilt beer was anywhere but on the sofa that was to be her bed that night; that is if the night ever ended.

She sighed and looked passed the stoned girl with a bong to her mouth, thinking this night could indeed be endless.

Despite the fact that her key had worked she was about to consider the possibility that she had somehow stumbled into the wrong apartment as she moved through the room, and still recognized no one. And then she saw Caroline standing next to a gorgeous guy wearing distressed black leather pants and little else.

The guy was slim, his chest and arms were guite pale. He had messy longish dark hair much darker and longer than Stefan's and facial hair that was almost, but not quite a beard. As she approached her friend the drum sticks in his hand reminded Elena where she had seen him before. He was the drummer in Stefan's band Fluid Pain.

"Hey, Elena, you're home. I was wondering if you had decided to crash at the library tonight!" Caroline was smiling, but her eyes looked a little heavy like she had been hitting the bong that was making its way around the room.

"Um, yeah, that might have been a good idea," Elena mumbled as she continued to look around the room.

She felt the guy's eyes on her and looked up to see his smile.

"I heard that. I take it you're not much into the party scene?" His blue eyes were twinkling.

Elena shook her head. "No I'm afraid, not much."

The guy held out his hand.

"I'm Damon, by the way. And unless Caroline is more stoned than I think she is, you're Elena." He teased her friend.

"I am not stoned!" Caroline insisted smiling.

"I am merely having a good time, Damon."

Damon rolled his eyes and winked at Elena.

"Sure you are. That's why you asked me what time it was 3 times in the last 10 minutes. Oh, and lets not even mention the beer you spilled all over my shirt." He said indicating his bare chest.

Elena couldn't help retuning his smile, it was infectious. She found herself thinking he seemed like a nice enough guy; despite the leather pants. She had to admit that even though the pants were a bit retro 80's hair band the guy was working them.

She felt her cheeks flush as her eyes moved down to where the top button was undone, and she couldn't help noticing how they rode low on his hips.

She pulled her eyes up quickly and was relieved to see he hadn't noticed her checking him out. And then she realized she hadn't completely gotten away with her little peep show. Caroline was looking at her knowingly.

"Um, I think I see Matt over there. Take care of Elena for me Damon!" She trilled over her shoulder, and she took off leaving them alone.

Elena watched her leave and then turned to find Damon smiling at her.

"So, you wanna drink or something?"

Elena just smiled and nodded, wondering silently how long it would take for someone to find Caroline body after she killed her.

XXXX

Elena finished off her second beer, and then seeing her chance to escape she made her way towards the kitchen. She had been listening to a conversation about Zildjian cymbals for the last ten minutes and was so bored she thought she might die. Besides she needed another beer, didn't she?

She made her way, tipsy as she was without stumbling into anyone and pushed open the kitchen door. She hadn't seen Stefan all night, but that was about to change. She felt the door whoosh shut behind her and there he was rooting around in the refrigerator for presumably a beer for himself. He turned around beer in hand, and froze when he saw her, a smile flirting across his lips.

"Anymore of those in there?" she asked, her back pressed against the door.

She needed something to lean against to keep the room from spinning. She was such a light weight where alcohol was concerned it was almost embarrassing.

"This is the last one," he said twisting off the cap. "But I tell you what; I'll share it with you."

Elena stepped towards him and took the proffered beer from his hand, their fingers barely touching in the exchange. She took a small sip into her mouth and swallowed it.

"I don't think I've ever seen you drink."

It wasn't a question, but she responded anyways. "It's been a long week."

She took another bigger gulp and handed it back to him.

He took a deep gulp and then set it aside and moved closer to her. Elena stepped back; her body almost backed against the door again.

"I promise you Elena, I don't bite," he said moving closer still, his eyes boring into hers hotly, a small smile on his face.

Elena felt the wood of the door against her shoulders. "I'm not afraid of you, Stefan" she lied. "I'm just not interested, that's all."

Stefan laughed not breaking eye contact. "You're not interested. I see. What if I were to say I don't believe you Elena. What if I were to say that I think you're into me?"

It was Elena's turn to laugh. "I am so not into you, trust me, Stefan."

She was turning to open the door behind her when he moved and put a hand on each side of her head only inches from her hair, pressing his palms flat against the wood behind her.

"Prove it," his words spoken so close, blew hot against her face.

"I don't have to prove anything to you. Besides how does one prove they're not into someone?"

She knew all he would have to do is place a hand against her heart and feel it pounding to prove what a liar she was.

"A kiss, Elena. You let me kiss you. If you're not into it; into me than it shouldn't be a big deal. If you are into me…" he grinned. "Then I'll know it."

Elena laughed and leaned forward a little, her hair falling into her face. "You are so full of yourself, aren't you?"

Stefan just grinned at her.

"And what if I say no?" She said meeting his eyes again.

"If you say no, than I'll know for sure anyways. So what do say?"

Elena squinted at him. "I say you're in for a big surprise."

And then when he just looked at her, "So kiss me rock star. What are you waiting for, lay one on me," she laughed throatily.

Stefan's smile fell away, and he moved closer. But instead of kissing her, he reached around and opening the door behind her, he slipped out, leaving her standing there with her mouth hanging open in surprise.


	9. Chapter 9

**Damon is not Stefan's brother in this story, i hope you guys dont mind :) i thought i try something else... He's Stefan's band mate and best friend. **

**I must say thank you for al the great reviews! I'm happy you guys like the story so far.. :D **

Head splitting, mouth dry like the Sahara, Elena rolled over her eyes taking in the detailed ink of his back. She blinked slowly hoping to clear her eyes of sleep and disbelief, but when she opened them again he was still there beside her. It seemed she was once again in Stefan's bed, but this time she had no clue how she had ended up there. Had the two of them..?

She quickly, but stealthily pulled the blankets away from her body to see that she was fully clothed in the jeans and t-shirt she had been wearing the night before.

Flooded with relief her wide eyes then moved back to Stefan. She was afraid to look, but afraid not to. She took in a deep breath and eased the blankets up just enough to see that even though his upper body was bare; his hips were safely clad in faded denim.

Her breath rushing out in relief, she dropped the blankets down afraid the cool air might awaken him. She then lay back and took a deep breath as she tried to remember what had happened. She could remember leaving the library hoping for a quiet night in front of the television, only to come home to a party going full blast. She even remembered seeing Caroline and meeting Damon, but then what?

She rubbed a hand across her aching head trying to force her temporary amnesia away. She squeezed her eyes closed and…And it all came rushing back... Stefan wanting to kiss her; her drunken Rock star comment…Everything. She remembered it all.

((((((Flashback))))))))

Elena leaned back against the door her mind spinning from the alcohol she had consumed. Had that really just happened? Had Stefan convinced her to let him kiss her only to walk out?

Her thoughts unclear, Elena replayed the conversation that had ended with him walking out his clenched jaw and steely eyes, a vastly different replacement for the cocky grin he usually wore.

So was that all it took, she couldn't help thinking. Had she actually managed to penetrate his over inflated ego with one barbed remark?

"Pop!" She said aloud to the empty room, the word sending her into a fit of giggles.

She clamped a quick hand over her mouth and hiccuped, her eyes falling on the beer the two of them had shared briefly. It was still on the counter where Stefan had placed it before leaving the kitchen. Her laughter died instantly on her lips as the realization of what she had said to him hit her. She had obviously touched on a sore spot. She really hadn't meant to. Had she? Had she been so desperate to avoid his lips?

Her mouth suddenly dry, Elena grasped the bottle, the cold glass slippery in her hand as her fingers slid around it. She looked at the half full bottle studying its contents. And then closing her eyes she brought it up to her parted lips.

She took a deep pull, followed by another until the bottle was empty. And then setting it aside she turned and pushed open the door a breath of cigarette smoke awaiting her lungs as she stepped into the packed living room.

She walked a few paces almost tripping over a beer bottle someone had abandoned and then let her eyes roam over the party goers searching the sea of unfamiliar faces for Stefan.

She hadn't been searching long when she spotted him. He was talking to a girl with honey blond hair, the girl gazing up at him adoringly. Elena noted the long nails wrapped around his arm and then her eyes moved to his face.

He was smiling at the girl sexily. Elena felt her jealousy rage and fought it down. She was about to turn away when Stefan looked up. He seemed to be looking right at and through her at the same time. Then his eyes were back on the blond, his sexy smile in place.

Elena told herself to just walk away, but she felt rooted to the spot as he brought up a hand to cup the girl's face. And then he lowered his head his mouth moving in hungrily taking her lips, as his hand snaked behind her head drawing her closer. The girl was into it. She moved in, her arms wrapping around him, sensuously pressing forward.

Elena felt as if she had been sucker punched, all of the oxygen rushing out of her. She took a deep gulp of the smoky air and her paralysis finally broke.

She turned around, her need to be out of there increasing by the second.

In her haste to get away she almost barreled into a guy rolling a keg, but somehow managed to avoid adding injury to insult by stepping aside. She was moving blindly passed more people then she would have thought physically possible of fitting in the small apartment, not even sure of where she was headed when she saw him.

He had two glasses of bourbon and a smile, but when he saw the look on her face his smile faltered.

"You okay? Did something happen?"

Elena took one of the glasses and downed it. She wanted nothing more then to drink until the image of Stefan and the blond was washed away.

Without answering him, she reached for the second glass, but Damon held it out of her reach a concerned look on his face.

"I don't think so, Elena. How many drinks have you had?"

Elena laughed. "Does it matter?"

She shook her head. "Forget it. Dance with me Damon, I wanna dance!"

Not waiting for his response she pulled him close. He leaned away downing the glass, tossing it on the table. And then even though the music was hard and fast, his arms came up around her slow and smooth.

Elena felt the room spin as he turned them around. She leaned her head against his shoulder burying her face in his neck, her brown hair a lush curtain draping across his bare back. He was moving them slowly; seductively and his body pressed against hers felt good, comforting in its nearness.

She felt herself letting go; relaxing in his strong arms as his warm breath sent shivers down her spine. And then his lips found tender skin. Elena moaned softly lost in the driving music as the sensations rushed through her leaving her warm. And then she felt a hand clamp onto her arm. The mood was shattered as she was ripped from Damon's arms to face Stefan's pissed off eyes.

"What the fuck Stef?" Damon was eying Stefan's tight grip on her arm.

"Let me go!" Elena wrenched her arm free, her eyes smoky.

"We need to talk," Stefan said, ignoring Damon completely, his eyes never leaving her.

Elena staggered closer to him. "About what Stefan… Blonds and stupid games? About kisses and…and…You know what, I don't want to talk to you. I was dancing…I was having fun!"

She turned back to Damon who was looking from her and back to Stefan as if assessing the situation.

"Take care of her, she's pretty wasted, man."

Stefan nodded.

Elena watched as Damon walked away.

"Fine, if he won't dance with me, I'll just find someone who will."

And then she shouted drunkenly to Damon's retreating back, "Fine!"

She turned and was starting to walk away when Stefan grabbed her arm.

"Come on, let's go," He insisted as he pulled her along.

She wanted to protest, but the room was spinning again. And then she was leaning against him, his chest against her back as they moved through the crowded room. She closed her eyes and let him herd her along. She only opened them when the door shut drowning out some of the noise alerting her to the change. They were in Stefan's room.

"Why are we in here, Stefan?" His back was against the door and he was studying her intently. She took a step closer, and then another trying to move passed him, but he wouldn't budge.

"I know what you're trying to do, Stefan," she slurred.

"What am I trying to do, Elena?"

She put her hands against his chest to steady herself, and then looked over her shoulder at his bed.

"It won't work though, 'cause I don't want you."

He nodded, his eyes serious, "So you've said."

"I meant it too…I did…I do, I mean. You're not my type at all. You're really not. I mean I'm going to be a doctor someday Stefan."

Elena closed her eyes against the swirling room and leaned her head against her hands, which were still pressed to his chest. After a few seconds she raised her head up and looked at him.

"That was supposed to be mine…that kiss." This was spoken softly, almost a whisper.

"But you're not into me, remember?" Stefan was studying her closely all cockiness gone.

Elena let her eyes move to his lips and then back up to his eyes before she spoke.

"Prove it."

He looked at her for a few beats of her racing heart and then his mouth was hot on hers, his tongue delving into her sweetly; slowly before pulling back.

And then his rapid breathing a match for her own he looked into her eyes judging her reaction. "I'd say we've pretty much proven…"

She reached and cupping his face pulled his mouth down on hers ravenously. Gone were the sweet dips of tongue the light sucking of lip, this was all out war.

She pushed her tongue into his mouth tasting him, her hands moving over his shirt finding the hem. And then hot skin was at her finger tips as she traced the tight lines of his body greedily. She pressed her body tightly to his and his arms wound around her cupping her to him. She felt a moan building and voiced it sending his lips to her neck.

She couldn't seem to get enough of the taste; the feel of him against her, in her hands. She pulled him backwards across the room and then they were falling onto the bed with him on top. His hands moved over her a sigh escaping her lips at his exploration.

Oh, God was this how it felt to be so desperate for someone, like you couldn't get enough; like you couldn't get close enough no matter how hard you tried?  
Elena's thoughts were whisked away by his hot mouth on her collar bone sending shivers through her.

She wrapped her legs around him and pulled him closer, his body hard against her exciting her more; sending her mind and body a whirl with emotions unimagined.

"Too many clothes," she managed breathlessly.

And then his shirt was off and tossed aside. Her lust heavy eyes drank in the sight of him, intoxicating her further, as she ran her hands down his bare chest and then down his sides urging him closer.

Her hands found their way to his hips pulling him against her. She heard a moan, and unsure which of them had voiced it, she let her hands slip into his back pockets as she thrust against him, all the while their tongues danced to a rhythm of the breathless noises emitted softly as they kissed.

Elena was pushing at his jeans trying to ease them down his hips when he pulled away from her breathless.

"Elena, maybe this isn't"…"

His voice was heavy with desire, but what was he saying and why did he sound so far away? She tried to pull him closer no longer trying to make out his words. Her hands were cupping his face, but she could no longer focus on him. He grabbed her hands and she opened her eyes to look at him, but then they slipped closed again and all went dark.

(((End of Flashback)))

Elena ran a hand through her bed tangled hair and took another deep breath. So they had made out. That wasn't so bad was it? Yes it was. She was in his bed after a night of drinking, something she rarely if ever did, and with good reason apparently. Elena + booze = slut. God how could she have behaved that way?

She heard his breathing change and lay as still as possible hoping not to have awakened him. After a few minutes his breathing was once again deep with sleep. But still she waited another few minutes for good measure. And then sure that he was indeed asleep, she eased her body from under the blankets and to the floor.

She spotted her shoes at the foot of the bed and made her way quietly to them, grabbing them up she tiptoed to the door. She looked back at his sleeping form and then eased the door open and slipped out. She moved quicker as her feet hit the carpet of trashed living room stopping only to snatch up her jacket and keys. And then she slipped out the door into the early morning sunshine, leaving the smell of stale cigarette smoke behind..


	10. Chapter 10

Elena pushed shut the door of her late model car and began making her way to the apartment door.

She had no way of knowing who or what she would find awaiting her when she walked into her new, albeit temporary home, but she knew she couldn't stay away forever. It was almost 8:00pm and she was exhausted from looking at the tiny print of her text books all day.

And along with studying, Elena had also, much to her dismay, spent a good deal of time that day thinking about things in the quiet stacks, said things being Stefan and the growing heat between them.

The problem was she had probably spent more time thinking about the previous night then actually studying; letting events in her life distract her from what was truly important to her, her education.

And as the day turned into evening, into night, with her thoughts drifting back to him again and again, Elena had been reminded over and over what a distraction Stefan was, a distraction that she couldn't really afford. Not if she wanted to keep her grade point average high enough to hold onto her scholarship, that is.

Yes, if she had gleaned one thing this long day it was the realization that she and Stefan were too different to be together. They had different ideals; different hopes and dreams.

And then she would find herself thinking of the how his mouth felt on hers…how his hands had felt on her body...But every time she thought of the steam between them she would remind herself that he wasn't right for her.

She would remind herself how cocky and self absorbed he was. Oh, and let's not forget the newly discovered temperamental and moody aspects of his character. Those were real winners; just what she needed in her already hectic life…Not.

She didn't have time for a normal, easy relationship much less a stressful one. And if she knew anything it was this. Being with Stefan wouldn't be easy. Besides, she didn't know what the night before had even meant to him. Was she just another roll in the hay? Thinking about it was just more stress. It was better to just pretend it hadn't happened and try not to feel too awkward around him until she could get a place of her own.

She sighed now as she lugged the heavy tomes of her labors to the door, and rested them on a hip as she fitted the key into the lock. She was about to pull it open when it was yanked from her hand; almost causing her to drop her books and stumble off the small porch.

"Elena… God, where have you been?! I need you!"

Caroline was wide eyed and wringing her hands in agitation.

"I was where I'm always at, Caroline, the Library." Elena said, taking her friend's dramatics in stride as she moved tiredly passed her and into the room.

Tossing her books onto the sofa Elena breathed a sigh of relief that Stefan didn't appear to be about, and then turned back to Caroline.

"What's going on this time?"

Caroline held a hand through her blond hair, and then put both hands together as if in prayer, her eyes wide and hopeful.

"Well, I need a favor. Please say yes! I need you to please, please, please come with me to the club tonight…"

As Elena opened her mouth to whine that she had to get some sleep tonight or she was going to fall over, Caroline brought her hands to her chin begging.

"Please, Elena, Tyler is supposed to be there tonight and I really need your support. I wouldn't ask if it wasn't so important."

Elena closed her eyes for a second and then opened them, her lips pressed together.

She knew if she went to the club she would most likely see Stefan there. She remembered Caroline telling her his band had a set or two that night.

And while facing him was inevitable, Elena didn't think she was ready to see him just yet. What she really wanted was a night off from dramatics and game playing. And where Stefan was concerned she couldn't help but think it was all a big game. A hot game, but a game none the less.

She pushed away the image of his heavy lidded stare and friction reddened lips and promised herself if she did this, if she went to the club tonight she would just stay away from him. How hard could it be? He would be playing tonight with his band; that should keep him busy, shouldn't it?

She sighed deeply, Caroline's puppy dog eyes winning her over.

"Okay, I'll go with you. But I need a shower first. I smell like old books and…well old books."

Elena knew she probably also smelled like Stefan since she was still wearing the same clothes from last night, but that was something Caroline didn't need to know.

Elena smiled as her words sent Caroline jumping up and down, a huge smile lighting her features.

And then shaking her head at her friend's excitement, she made her way to Caroline's room to get the things she would need for her shower.

XXXXX

The sultry sounds of Stefan's voice filled her ears as they entered the club and Elena breathed a sigh of relief.

He was already on stage, meaning she would have at least a short while before his eyes would sear into her leaving her warm, and thus weakening her resolve. The ride to the club had consisted of Caroline's nervous chattering and Elena's quiet contemplation. Still she had managed to devise a plan on the short drive.

If Stefan demanded a confrontation tonight she would just tell him it was a mistake; a huge drunken mistake. She would look into his intense eyes and lie to him. And really it wouldn't be much of a lie, would it? Because the two of them hooking up would be a huge mistake, she was certain of this.

Now as she moved through the smoky club with Caroline two steps in front of her scanning the crowd for Tyler, she felt her heart beat quicken. She couldn't kid herself that she didn't want to see him; that her dry throat and fluttery stomach were due to a lack of sleep and dehydration.

No she couldn't deny to herself that she wanted him. She was far passed that point. But she was too smart to let a physical attraction interfere with her future; to jeopardize all she had worked so hard to attain.

As they moved further into the room she let her eyes move to the stage and there he was. Sure that he couldn't see her; that she was much too far away from the stage, she let herself indulge in the sight of him.

He was wearing navy blue work pants and a short sleeved work shirt unbuttoned, with a wife beater beneath clinging to the definitions of his muscular chest.

She itched to examine each and every line and detail of his body until they were forever etched in her mind. And as she watched him she couldn't help but notice the small bead of sweat trailing its tongue lazily down his face.

She gulped back a sigh and licked her lips as she took in his closed eyes, his brow knit with feeling. He was gripping the microphone in both hands as he sang the powerful words that made Elena wonder what event in his life had inspired them; that is if he had even penned said lyrics himself.

She listened closely her eyes never leaving him as she was touched by the raw emotion in his voice:

"Take back the yesterdays,  
the times when you were told,  
to stand alone, to be a man as the chapters of life unfold.  
To pass the time we amuse ourselves with life's uncanny dreams,  
But in the end we're still alone or so it always seems."

Elena jerked her eyes away as Caroline squeezed her arm tightly and spoke loudly in her ear.

"There he is! Oh, God Elena he's with someone! How can he do this to me?"

Elena followed Caroline's eyes to Tyler. He was standing a short distance away, a blond with an ample bosom hanging on his arm. She saw the blond lean in close to be heard and then Tyler smiled; the whole scene reminding Elena of the night before with Stefan and Miss Honey blond.

She pushed away her thoughts and turned back to her heartbroken friend.

"Come on; let's just get out of here."

Caroline shook her head. "Oh, no, I'm not going anywhere. I'm not leaving just because he brought his…his…I'm not leaving!"

Elena sighed. Well at least she had tried. But she knew better then to try to argue with Caroline. She could see the determination shining in her friend's eyes. She just hoped Caroline stayed away from the booze tonight, if not there was sure to be a problem.

"Come on let's go to the table."

Elena followed as Caroline led the way to the table reserved for the friends and family of the band members. She watched hesitantly as her friend plopped into a seat. She was reluctant to be so close to the stage, but how could she explain that one to Caroline ?

Elena looked towards the stage and sat down with a sigh. Stefan was sure to see her now. Not that she had planned to hide from him all night. But still...She let her eyes travel around the room refusing to look at him again; refusing to meet his eyes if she could help it.

She looked everywhere but at him. She let her eyes move to Damon who was pounding the skins, shirtless as always on stage, the sweat glistening on his chest with each beat.

Now why couldn't she be more interested in Damon? Well, she was attracted to him, who wouldn't be? But her attraction wasn't on the same level as her attraction to Stefan.

And while she knew this was a crazy thought; a drummer in a rock band wasn't much better then a singer, she told herself that at least with Damon she would be walking into it blindly, without knowing he would break her heart.

And that was just it. Elena knew Stefan would ultimately break her heart. She knew they would end badly, and if she were to be honest with herself he scared the hell out of her.

The song ended and she looked up forgetting her ruse of not looking at him. He was staring straight at her, and the look on his face was hard to read.

When the set ended the guys all clambered off the stage, heading their way. Aside from Elena and Caroline there were two other girls seated at the table. The giggling pair wasted no time in jumping up to wrap their arms around their guys claiming them.

Damon plopped down next to Elena and smiled, but something was different, less friendly than the night before.

"How ya doin'?"

She smiled feeling embarrassed, and looked into her coke.

Stefan barely looked at her as he eased his long frame into the seat next to Caroline's. He picked up his cousin's drink and sniffed at it before downing half of it in one thirsty gulp. Caroline, who was now on her fourth drink, reached and grabbed if from him with a playful scowl.

"Great set, Stef! I loved the new song!"

Stefan grinned and took the drink back downing what was left of it.

"You love all of my songs, you're family, it's you're job."

He then looked to Elena with a cool smile. "Good morning, Elena."

Elena felt her cheeks flush and looked away.

Fortunately Caroline, who was well on her way to being fully intoxicated didn't seem to think it odd that her cousin should say good morning to her friend at this time of night. In fact Caroline was so busy staring over Stefan left shoulder she would have missed anything short of a nuclear blast. And the look on Caroline's face was almost nuclear.

Elena followed her friend's eyes. Tyler was dancing sensuously with the blond, their hips touching. The music which was piped in through speakers throughout the room wasn't very loud so it was easy to be heard without yelling.

When Caroline started shouting it wasn't hard for everyone including Tyler to hear her. "You lousy son of a bitch! I hate you!"

Caroline jumped from her seat. Elena looked to Stefan, but he was already moving.

He grabbed his cousin, wrapping his arms around her waist anchoring her. She was still struggling with him when Tyler foolishly headed their way.

"Caroline you're making an ass of yourself, you know that? You call me all the time; you show up at my job. When are you going to get it? WE ARE OVER!"

Caroline burst into tears at this, with Stefan instantly pulling her close.

"Keep her away from me man, okay?"

This was said to Stefan, and then Caroline was stalking away. Elena looked up to find Stefan's eyes studying her. And then he turned his head and gently kissed his cousin's hair, comforting her as she cried.

After Caroline was calm and Tyler was thankfully no longer anywhere in sight, Elena headed for the bathroom. She was just finishing up when she heard the door open and then click closed. Funny, she didn't remember the door clicking when she came in.

she flushed the toilet and opened the door, her intention to head straight for the sink to wash up. However, when she stepped out of the stalls she froze in her tracks. Stefan was standing with his back against the door. He was leaning into it, his hands in his pockets as he studied her.

Heart instantly pounding, Elena pulled her eyes away and forced movement into her frozen limbs. She headed for the sink, where she cranked on the hot and cold taps and quickly washed her hands. She couldn't help but notice the way they were shaking. God, she hated how he affected her! She turned off the water and grabbed a paper towel.

He still hadn't spoken when she tossed it into the garbage and turned to him, her voice echoing off the cold tiles.

"I'm not in the mood for games tonight, Stefan."

He didn't budge.

"I just wanna go back to the table, okay?"

She was aware of the slight tremor in her voice and silently cursed herself for her weakness.

And then he was moving towards her.

"I wasn't playing a game last night, Elena. Were you?"

Elena tried to move passed him but he grabbed her arm. She closed her eyes for a second and then turned to face him.

"Yeah, I guess maybe I was Stefan. I mean I was pretty drunk. I don't think it would have happened otherwise, do you?"

He let her arm go, but she could still feel his fingers where they had touched her skin.

"So if I leave with someone tonight it won't be you?" His words shocked her into looking at him.

She shook her head. "No, it won't be me. It won't ever be me, Stefan. That's what I'm trying to say here."

She had to force the words from her lips; their passing leaving her chest with a dull ache.

He looked down; as if intently studying the green tile would somehow make the grime disappear. And then he faced her, his eyes cool and his words even cooler.

"Check mate."

He walked passed her and unlocked the door, leaving her alone.


	11. Chapter 11

Elena stood staring at the closed door, Stefan's last words hanging heavy in the air around her. She walked slowly back to the sink and leaning into it, hands clutching cold porcelain; she stared into the mirror at her reflection.

As she took in her tired features she told herself she was relieved that it was over, whatever 'it' had been. But as she stared into her coppery eyes she wasn't totally able to convince herself it was fatigue and not sadness that returned her stare.

XXXXX

Elena was about to give up when she found Caroline in one of the backstage rooms; the last place she had thought to look.

Her friend was sitting talking to Damon, and when Elena walked up they both grew quiet. She was about to ask if she had maybe interrupted something when Damon stood and said he had to go look in his van for some extra sticks for the drummer in the band that was up next.

He nodded at Elena on his way out and again she noted the less friendly vibe he was sending out.

Maybe she was just imagining things? Or even worse, maybe she had made a fool of herself last night and he wasn't even interested. Great, that's all she needed, another guy to feel awkward around!

She took the seat next to Caroline on the old sofa, curling her feet under her.

Once comfortable she reached out to give her friend's arm a caring squeeze.

"How are you doing...Better?"

Caroline shrugged and looked down at her hands studying them. When she finally looked up she surprised Elena with her words.

"Um, Elena…Are you into Damon at all?"

Elena blinked a few times and then met her friend's eyes. "Um, no, I mean I'm not into him. I mean he's hot and everything, but I can't afford to be involved with anyone right now. Why?"

Caroline was smiling shyly. "Well…Last night he and I kind of hooked up. I mean it was just sex, but it was really hot sex, if you know what I'm saying?"

Elena nodded. She might be a virgin, but she knew exactly what Caroline was saying.

She pushed the image of Stefan lying next to her from her head and smiled at Caroline.

"Damon seems really great. I'm happy for you, Caroline. I mean if you plan to take it passed, um, just sex?"

Caroline shrugged again, "Who knows? I mean right now my head is so messed up from Tyler…I really don't know what I want, Elena. But Damon is fun…and he's so damn hot!" She grinned.

Elena laughed. "Yeah, he is."

Caroline leaned back on the sofa and sighed. "I might go home with him tonight. That is if I don't pass out first."

Elena shook her head. "I worry about you sometimes Caroline. You drink too much."

Caroline waved her away and then attempting to stand, she almost fell back down.

She giggled and caught onto the sofa arm, righting herself before she could tumble back down. "Speaking of drinking, come on, I want another one. I'm losing my warm fuzzy feeling."

Elena shook her head again, but stood up and followed Caroline back out to the front of the club.

Elena stood waiting by the bar as Caroline ordered her drink. As she waited she let her eyes move over the crowd looking for Stefan. She was figuring if she knew where he was she could avoid him.

She sighed in relief when she didn't see him out by the tables lining the small dance floor. But her relief was short lived. When she turned back to Caroline, she saw him by the door. And he wasn't alone.

Elena looked away from him letting her eyes move over Miss Honey blonde's club wear of choice; a short black skirt and skin tight belly shirt. Elena couldn't help but notice the girl was hanging on Stefan like a cheap suit.

Elena pulled her eyes back to Stefan. He was staring at her, the look in his eyes daring.

Daring her to what, tell him not to leave with the blond? She held his eyes for a second, and then Miss Honey blond in tow; he turned and walked out the door.

"Check mate indeed." Elena said softly under the cover of the loud music.

She pulled her eyes away and looked back at Caroline.

She had been almost sure Caroline hadn't even noticed Stefan and his companion, until her friend nudged her and leaned into her ear to be heard over the band.

"I think he's into her. I mean he hasn't brought anyone home in days!"

Elena let her friend's words sink in, her heart hitting the floor as she realized it was true. Stefan hadn't brought anyone home with him since he met her.

XXXXX

Elena had looked everywhere for Caroline, but unlike the last time, this time her patience was not rewarded.

Elena reached for the cell phone in her small purse. She opened the side zipper where she always kept her phone and her car keys and dug her hand in. She pulled out the phone and was about to try calling Caroline when she realized something; the pocket had been empty except for her phone and a few pieces of gum.

She stuffed the gum back into the smaller pocket and then moved to the bigger one. With a sigh she dug her hand into the junk that was forever finding its way into her small hand bag. No keys. What the hell?

She took her bag over to an area of the club that offered a little more light and stuck her nose into the bag, still no keys.

With a sigh she headed for the door. She made her way to where she was sure they had parked her car and looked around. The car was gone.

She felt her heart speed up at the idea of Caroline driving in the state she was in, and then heaved a sigh when she remembered her friend saying she was going home with Damon. But if she went home with Damon, then why hadn't they just taken his car?

Her heart still pounding she pulled out her cell phone again to call Caroline. She listened as it rang twice and then Caroline's voice filled her ear asking her to leave a message or a massage, followed by her friend's infectious giggles.

Flipping the phone closed Elena hurried back into the club to look for anyone who might be able to tell her something. She was speeding passed the bar when she saw Matt, one of the guitar players in Stefan band.

She put on the brakes almost crashing into him.

"Matt, have you seen Caroline or Damon?"

She was out of breath and having to shout over the loud music wasn't helping.

Matt shook his head. "No, why, what's goin' on?"

Elena took a deep gulp of the smoky air. "I need to find them. I think they left together, but if they did they took my car…and if they didn't…" Elena didn't have to finish. She saw the worried look on Matt's face and remembered her first impression of him, that he had a thing for Caroline.

And of course Matt had seen the big scene Caroline had made with Tyler, everyone had.

Matt pulled out his cell phone and then headed for the door, with Elena following him outside into the cool night air.

"Damn…Damon's not picking up." He began to pace.

"Where's Stefan?"

Elena had been looking down at the cracked cement, but looked up at his question.

"He, um, left… a little while ago. I tried calling Caroline but she's not answering."

Matt sighed. "What about you, how were you planning to get home?"

Elena shrugged. "I don't know… I hadn't really thought about it; a cab?"

Matt shook his head. "Come on, I'll give you a lift."

He tossed his phone to her and pulled open the door of a truck parked near the entrance to the club. Elena pulled open the passenger side and hopped in. She looked at the phone in her hand. Was she supposed to call someone?

"Try calling Stefan, will you?" Matt said his eyes on the road.

Elena blinked a few times her eyes widening at the thought.

"Um, okay, but I don't…I don't know his number."

Matt was driving a bit fast for her liking, but she knew her stomach was reacting to the idea of calling Stefan and interrupting something with the blond he had left with.

"It's in the call log."

Elena flipped open the phone with jittery hands and pushed the button bringing up recent phone calls. She saw 'Stefan' and pushed it.

She took a deep breath and brought it to her ear. It rang three times and went to voice mail. Not knowing what to say she flipped the phone closed.

"He's not answering."

She set the phone aside and trained her eyes on the scenery that was whipping passed far too quickly.

And then Matt was pulling up outside the apartment.

"Come on," he said and hopped out.

Elena pushed open her door and hurried to catch up with him. She was about to say she didn't have her keys when Matt pushed open the unlocked door. Elena followed him in and the two of them stood in the empty living room.

She was about to suggest that maybe Stefan had gone home with someone when she heard giggling coming from behind his closed bedroom door. Matt having heard it too, moved to it quickly.

"Shit," she heard him mumble, and then he knocked hard on the wood making Elena jump.

A minute passed and no one came to the door.

"Hey, Stef! Come on, man open the door!" Matt shouted.

Matt was tapping his hands against his thighs impatiently, and Elena had a feeling he was about two seconds from opening the door himself when it opened to a barely clothed Stefan.

His chest was bare and his pants were zipped, but unbuttoned.

"What's going on?" His voice was edged with worry.

Elena had moved behind Matt when the door opened. But now she stepped around where Stefan could see her. She saw different emotions pass across his face, one of them being relief?

And then his eyes went back to Matt. "Where's Caroline? Is something wrong?"

Elena listened as Matt explained everything to Stefan. Elena looked passed him and through the door at the blond sitting half dressed on his bed. She looked away and Stefan caught her eyes. And then he looked behind him.

"You need to get dressed Rebekah. Matt will take you home, right Bro?"

Matt looked at Stefan.

"Ah, yeah okay. You sure you don't my help? I mean help looking for Caroline?"

Stefan shook his head. "I have a pretty good idea where she might be."

XXXXX

"I'm coming with you."

Her words stopped him in his tracks for a second, but then turning to her. "Yeah, okay. Someone needs to drive your car home. You won't wanna leave it out there over night."

Elena looked at him worriedly. "Out where, where exactly do you think Caroline went?"

He ignored her and continued out the door. Elena hurried to catch up to him, her mind racing faster than her feet. When they were both seated he turned to her.

"There's this park Caroline used to go to when…when her parents were fighting, or when she just needed to think." He paused, his eyes somewhere on her left cheek, avoiding eye contact. "Anyways, I'm pretty sure that's where we'll find her."

He turned away and put the key into the ignition. As Elena buckled her seat belt, she let his words sink in. She didn't know a whole lot about Caroline's parents, just that they were somewhat well off; and that they paid all of Caroline's expenses including the rent on the apartment.

She wondered now about Stefan's relationship with his family, well other than Caroline. Elena knew the two cousin's were pretty close, and she could tell Stefan loved his cousin; she had seen that in his protectiveness of Caroline.

She looked out the window as the silence grew thick in the air. She wished he would turn on the radio. She was about to reach and turn it on herself when he spoke.

"I didn't sleep with her, you know."

Elena's breath caught in her throat, but she kept her eyes trained out the passenger side window.

"No, but you would have."

"Well you made it pretty clear, Elena…" his voice was low; intense.

"You know what, it doesn't matter. It's none of my business." Elena spoke calmly, but her insides were churning.

"Yeah, right, I get that. "

He flipped on the turn signal and Elena turned to see the park entrance. It was pretty dark, but the headlights of the car illuminated it to show the rundown park that was probably the primary hang out for many a teenager and or drug addict.

She was distracted from her thoughts as a figure moved in the darkness outside the car. She heard the locks click down as Stefan locked them, and took a deep breath. Yeah, he was right; she wouldn't want to leave her car here for a minute unattended, and certainly not over night.

Stefan made a left turn and then Elena saw her car illuminated in the gloom.

"Stay here," Stefan warned, but she jumped out as soon as he did.

He glanced her way, but then continued onward, picking up speed. Elena matched his pace and the two of them made it to the side of the car at the same time. Stefan leaned forward and peered into the dark car, and then looked at her.

"She's not in there." No sooner had he spoken then their attention was drawn by a noise on the other side of the car.

Their eyes met in the dark and then they both hurried around the car.

"Caroline!" Stefan stooped down to her.

She was sitting with her back to the car, her arms wrapped around her knees, crying softly.

Elena watched as he lifted his cousin's hands gently away from her knees and pulled her close. Caroline's crying got a little louder and she was trying to say something, but her face was buried in Stefan's shoulder muffling her words.

And then Elena heard Caroline say something about Stefan running away here, and how she thought maybe she could too.

Elena stepped back feeling like an intruder, but she was afraid to wander far. She realized she probably should have listened to Stefan and stayed in the car, but she didn't feel safe going back there by herself.

She heard Stefan speaking softly to Caroline and told herself not to listen, but she couldn't help herself.

"Do you remember that picnic with Gramps and how he showed you his teeth?"

Elena heard Caroline laugh. "Yeah, when he took them out of his mouth, it scared me so bad I wet my pants!"

Stefan laughed too. "Yeah, and you had to wear my stinky gym shorts remember? The ones that got lost in the trunk for two months?"

Caroline giggled. "How could I forget?"

Stefan spoke again; his next words much softer. Elena didn't hear what he said, but whatever it was, it worked in getting Caroline moving.

Elena looked up as they came around the side of the car and then she moved to help Stefan with Caroline.

"Go ahead and get in your car, the keys are in the ignition."

Elena turned around to go, but when he spoke again she turned to look at him.

"Elena, lock your doors, okay?"

She nodded her head and then hurried to her car.


	12. Chapter 12

The next few days were spent with little sleep and a heavy workload. One of Elena's professors had sprung an assignment on her that had sapped all of her creativity, and most of her brain cells, or so it seemed.

She was just finishing up and hitting print when Caroline popped her head around the enclosed computer station making her jump.

"Did you get it finished?" Caroline's voice, not quiet on most days fell just short of being library friendly.

"Shhh, you'll get me thrown out before the ink dries on my paper." Elena warned, but she couldn't help smiling at her friend.

Caroline seemed to be feeling much better these days, and Elena thought she had an idea what, or who, was responsible for the change in her friend's mood.

"So are you going out with Damon again?"

The smile that lit Caroline's face was all the answer Elena needed.

"Yep…Elena he's so amazing…and so not like Tyler. I mean he actually cares what movie I want to see!"

Elena smiled at her friend teasingly. "Wow, imagine that!"

Caroline leaned in close to whisper. "And he's way better in bed!"

Elena shook her head and laughed. "Way too much info, Caroline."

Then something occurred to Elena. "Hey why are you here? I mean your last class was over half an hour ago, wasn't it?"

Caroline nodded. "Yeah, but I'm here to rescue you."

Elena raised her eyebrows at this. "Rescue me?"

She hopped up, and with Caroline following close behind she made her way towards the printer at the front of the library.

"I really do need rescuing, especially if said rescue is a trip to a day spa. Now that would be my idea of a total rescue," Elena sighed longingly.

"Nope nothing so glamorous, but you will see… Come on!"

Caroline grabbed her paper and took off with it flapping beside her.

Elena raced to catch up with her friend.

"Wait, Caroline!" She hiss/whispered. "You'll crease my paper!"

Elena grabbed it and smoothed out the pages that had held her prisoner the last two days.

"Where are we going, anyways?"

Caroline shook her head. "Not telling. You'll just have to wait and see!"

Elena, feeling strangely uneasy about the whole thing, followed after her friend.

XXXXX

After ten minutes of questions without any real answers, Elena had finally given up asking where they were headed. She was trying to relax and just go with it, but with each mile that turned on the odometer she was becoming more and more concerned.

Wherever they were headed it wasn't close, and it would soon be dark. Elena let her eyes fall on her friend, studying her as she drove.

And then with worry present in her voice, "Um, Caroline, we're not lost or anything, are we? I mean you would tell me if you thought we were lost, right?"

Caroline stopped singing along with Lady Gaga and turned to her. "Nope we're not lost, Elena. Ooh speaking of Lost! I love Sawyer...Don't you? God, that man looks like he can fuck!"

Elena sighed in exasperation. This was what she had been getting for the last forty five minutes.

She leaned her head back telling herself wherever they were headed the night would eventually end and she would be allowed to go home to her beer stained sofa.

She blinked heavily at the thought and forced her eyes back open, vowing to stay awake.

But it was only a few verses of 'Poker Face' later, that Elena let her eyes fall closed, her intention only to rest. The next thing she knew the slamming of a car door was jarring her awake.

Elena bolted upright in her seat and looked around. The sky was heavy with the approaching darkness and she was alone in the car.

"What the hell?"

Elena sat forward peering out the windshield, and then as if to confirm that she couldn't possibly be seeing what she thought she was seeing, she jumped out of the car and ran around to the small camping area.

She took in the campfire and tents, and then let her eyes move to the serene waters of the small lake that was a short distance from where she stood.

She stood staring silently for a moment trying to take it all in; trying to figure out what Caroline was up to, and then the soft notes of a guitar filled the air, making her heart pound.

Elena had one second to think that if that guitar belonged to who she thought it might belong to, her best friend was a dead woman, and then the walking dead girl herself was grabbing her around the waist.

"Well what do you think? Isn't it great, Elena?"

Elena was about to open her mouth to speak when the music stopped and Stefan stepped out of the shadows.

Elena took one look at Stefan's surprised expression and turned back to her friend. She grabbed Caroline and pulled her out of ear shot.

"What are you doing Caroline?"

Caroline met her stare, her eyes serious. "I don't know, maybe I'm just getting sick of watching you pretend you don't like my cousin? Maybe I figured if the two of you had some time to talk you would figure out that you're crazy about each other."

Elena felt like screaming, but tried to remain calm, phrasing her words carefully.

"Who...Why would you think I have a thing for Stefan? We're very different people, Caroline."

"Damon told me about the party, Elena. He told me how you and Stefan were acting and I put two and two together. I'm not as dumb as people think I am, you know. I mean, I am capable of figuring out when my best friend and my cousin have the hots for each other!"

Elena stared after Caroline as she stalked off to join Damon who was tending the campfire.

Forcing herself to move, Elena made her way to the car, the increasing wind blowing through her long hair reminding her that the forecast was for rain later that night.

She grabbed her light jacket from the back seat and shoved her arms into it. Not only was the wind picking up, but the breeze off the lake was getting a little cool, half convincing her that this was the reason she was shivering slightly.

She hugged her arms close to her body and leaned against the car trying to figure out what she should do. She could demand that Caroline take her back to campus to get her car, or she could just try to make the best of a bad situation.

She glanced at the two tents her mind moving to the sleeping arrangements. One tent for the guys; one tent for the girls?

At Caroline's flirtatious giggle Elena squeezed her eyes closed. This was a complete nightmare! She looked at the three figures sitting by the fire; Caroline and Damon cuddling close and Stefan with his guitar.

Elena shivered as the wind picked up again. She was cold, damn it! Why should she stand over here freezing while everyone else was toasty warm by the fire?

She made her way to the campfire her eyes on the flames.

"Hey, Elena," Damon said, and Elena couldn't help thinking how nice it was that at least someone had acknowledged her presence at the campfire.

Stefan hadn't even glanced at her. And neither had Caroline, who was obviously still pissed at her for some reason, which totally baffled Elena. Shouldn't Elena be the one angry with Caroline? After all she was the one being set up like some nightmare episode of Blind Date.

"Hey, yourself, Damon." She had managed before taking a seat and shifting her eyes back to the fire.

Now the seconds ticked away in unnatural silence.

When Stefan began to play, Elena felt a moment of relief, the music easing the tension as the flames danced to the soft sounds his fingers coaxed from the strings.

She let her eyes move over him, he was looking down at his hands, head bowed low.

She took a deep breath and pulled her eyes away, preferring the somehow lesser heat of the campfire to the searing heat from his eyes if he were to catch her staring.

She could hear the soft giggles from Caroline and the low voice of Damon and let her eyes move over them. They were getting closer; sneaking kisses and whispers of more.

Elena knew it would be only a matter of time before she was left alone with Stefan.

She sighed and looked at the tents, but her attention was drawn back to the fire a few seconds later when Caroline hopped up and made her way to the car.

Elena heard the door slam and then Caroline was back, her hand extended to Damon.

Stefan seemed oblivious to all around him as his cousin, with Damon trailing behind made her way to a tent. Once inside the two sealed themselves away from the ever growing wind; leaving Elena and Stefan alone.

A few minutes later Stefan song came to an end, and he set the guitar aside. Elena could feel his eyes, but she kept her gaze locked on the fire refusing to look at him.

She took a deep breath of the smoky scented air and stood up. She could hear Damon and Caroline fooling around, their efforts to be quiet, if indeed they were even making an effort, a complete failure.

Elena had made up her mind to just sleep in the car, leaving the tent to Stefan. She knew it would be a rough night, but at least she could lock herself away from him and the night would eventually pass.

Caroline planned scenario certainly wasn't an option. Elena had no intention of talking to Stefan, or hooking up with him on this romantic getaway.

Her mind set, she ignored his eyes on her and made her way the short distance to the car. She reached to open the door, but it was locked. Sighing softly she made her way to the other door. Locked.

She felt dread fill her along with something else. Damn it, Caroline!

Elena thought of how her friend had gone to the car, and at the time Elena had just assumed it was to retrieve something, but now she wasn't so sure.

In fact she was sure of it, it fit in perfectly with the rest of this horrible night; once again Caroline had set her up.


	13. Chapter 13

Elena made a beeline for the unoccupied tent. She crawled inside and spotting the two sleeping bags, she grabbed one of them.

Her mind made up, she crawled back out and walked with purpose to the campfire where Stefan still sat.

He looked up at her, his smoky eyes dancing with flames, but still didn't say anything when she dropped the sleeping bag at his feet.

"I'm taking the tent."

Her only words had no effect on him, so she turned on her heels and still reeling from his hot stare walked back to the tent where once inside she sealed herself away from the growing wind, and the man that without even speaking a word, was somehow able to get under her skin.

XXXXX

The sound of thunder woke her, followed by rain. It came in quick; pelting the tent from all sides.

Elena looked around disoriented for a moment and then it all came back to her; where she was, the campsite.

She sighed and listened as the storm grew, her heart pounding as it occurred to her what would most likely happen next.

Stefan was outside in this, and the storm which was steadily growing worse, would force him in.

She held her breath waiting for the sound of the zipper announcing his arrival, but as the seconds ticked passed, it didn't come.

What was he waiting for, an invitation?

She sighed and sat up. It was dark in the tent except for the occasional lightning flash. But Elena noticed the flashes were growing in their frequency.

She waited for a flash to light up the tent, illuminating her surroundings, and grabbed the electric lantern.

She turned it on and crawled to the tent opening. She pulled the zipper down and taking a deep breath to prepare for the onslaught of rain, she stuck her head out.

She couldn't see anything.

"Damn it, Stefan"! She blasted the empty air.

He was going to make her come out there after him.

Pulling her jacket hood up, she ducked out of the tent only to have it fall back down as the wind and rain pelted her.

She gasped as the chill sliced into her. She knew she would be soaked within minutes at this rate.

Where was he?

She squinted into the night, holding the lantern out in front of her, the pathetic torch not up for the task she was asking of it.

Getting her bearings, she walked towards the campfire which had long since drowned in the downpour.

He wasn't there.

She picked up the drenched sleeping bag and tossed it aside in frustration.

"Stefan!" Her voice was no match for the blowing wind.

"Stefan!" She tried again.

She was turning in a circle, her eyes stinging from the rain blowing into her face.

She jumped when she saw him in front of her as she came back around to her starting point.

"Where were you?" She fairly screamed in his face.

But he just turned her around in the direction of the tent. She let him push her forward without complaint; she just wanted to get inside the tent, and out of this mess.

She crawled through the opening with Stefan right behind her and watched as he zipped up the tent and then turned around to face her.

She saw the rain dripping down his full lips reminding her of their taste; forcing her to avert her eyes.

She looked down at her clothes; more to avoid meeting his eyes then anything; she didn't need to look at herself to know she looked like a drowned rat. She was starting to shiver too.

"I'm going to kill Caroline," she mumbled.

He laughed a little.

"Do me a favor? Kill drummer boy while you're at it? This hasn't exactly been my idea of a fun night either. And here I thought listening to my little cousin get her freak on was the low point of the evening."

He wiped a hand over his dripping face, and reached to pull off his shirt.

"What do you think you're doing?"

He froze at her words, the shirt partially pulled up around his neck.

"What does it look like I'm doing? I'm getting out of these wet clothes. I'm freezing."

Elena opened her mouth to protest further, but then his shirt was off and he was using it to mop the water from his chest and arms.

She looked away from his wet torso, trying not to notice how it glistened in the soft glow of the lantern, and forced her gaze back down.

She shivered and wiped her hands on her soaked jeans. She was seriously cold.

Deciding it would be ridiculous if not foolish to remain in her wet jacket; she pulled the sopping wet garment off and tossed it aside.

She was relieved to see that her shirt was still fairly dry, but her jeans were plastered to her legs like paper mache.

She was leaning over to the side wringing out her dripping hair when she saw him looking at her. She tried to ignore his eyes, but it wasn't long before she looked up at him.

"What?" Her voice trembled from her lips, her teeth chattering slightly.

He was staring at her mouth. Her heart started to pound and she wondered how it was possible to be freezing and yet feel so hot at the same time.

"I don't think I've ever seen anyone with lips that purple. You need to get out of those wet pants."

Elena's fingers flew to her lips as if she could discern their color just by touch.

"Yeah, well your wonderful cousin didn't think to bring me a change of clothes so I guess I'll just have to tough it out."

He shook his head and reached to unbutton his equally soaked jeans, "Suit yourself."

Elena ripped her eyes away as he stripped down to his boxers.

Her teeth were really chattering now, but her cheeks were flushed, as she sat staring down at her hands trying to rub some warmth into them.

"Look, Elena this is stupid. I'll turn around while you get undressed. And I promise not to look until your safe inside the sleeping bag, okay?"

Elena looked up at him. He looked cold too.

"What about you? We only have the one bag. You can't sit there like that all night, you'll freeze."

Stefan looked down at his chest and Elena followed his eyes. His nipples were hard from the cold and she thought she saw goose bumps.

"I'll be okay. Just get out of those before you get hypothermia, already."

He turned around facing the tent opening.

Elena unsnapped her jeans and eased down the zipper, the sound seemingly loud in the tent despite the constant sound of the wind and rain.

She rolled the wet material down her cold, splotchy thighs, and the goose bumps hit her legs as the cool air touched them.

She hurriedly pulled them the rest of the way down, the sleeping bag and its warmth calling to her.

When her legs were bare she climbed into the bag wearing her t-shirt and panties and zipped herself inside.

Elena curled up hoping the cold bag would warm up soon. She looked at Stefan and told herself he would be okay, the alternative something she didn't want to think about.

"Feeling any warmer?" His voice broke the silence.

"Um, a little, yeah, thanks." She was afraid to ask how he was doing.

"Well we should probably try to get some sleep."

Were his teeth chattering now?

She watched as he lay down as far from her as the small tent would allow; curling into himself for warmth. He was reaching for the lantern when she spoke.

"Stefan, wait. You were right, this is crazy. You'll freeze before morning. You'll get sick."

She reached and unzipped the bag before she could change her mind. He looked at her meeting her eyes, but she looked away quickly, making him hesitate.

"Just come on before I change my mind?"

He crawled to her and slipped in next to her; his body close but not touching in the small bag that was designed for one.

He zipped them in and turned his body to face her, mere inches separating their faces.

"Thanks…I really am cold."

She felt him shiver next to her.

"Um, maybe if we, um…" She moved closer and their bodies were fully touching. "Just until we get warm," she finished.

Stefan didn't say anything, the only sound in the tent that of their breathing.

But then, "I think it finally stopped raining. "

His voice was so near, his breath warm against her forehead.

She was starting to warm up, but wasn't sure if it was the sleeping bag or his closeness spreading warmth through her cold limbs.

She nodded and leaned closer her head resting near his chest. She felt his arm move, and then he was pulling her closer, causing her breath to leave her.

"Um, Stefan…"

And then he was shushing her. "Shh, Elena this is okay. This is all that's going to happen here. I promise."

Elena let out her breath. "Okay."

She wasn't sure why she suddenly trusted him, but she did.

She moved her head closer, his bare chest cool against her hot cheek, the sound of his pounding heart filling her ear.

She was trying to relax, but the feel of his body kept her wired with tension, and her heart felt as if it might explode.

She closed her eyes and took in his sent, a mixture of rain and the scent that was solely Stefan, one she couldn't quite describe. All she knew was that it left her breathless and wanting more.

She felt him breathe next to her and wondered what he was thinking.

"Stefan?"

"Yeah?"

"Um, did you um, have you been…never mind." She couldn't bring herself to ask the question.

As if reading her mind, "I haven't been with anyone since I met you, if that's what you were trying to ask"

Elena didn't say anything; she just snuggled closer to him. She felt his arm tighten around her and slid her own arm around his waist to his hard back.

With her arm no longer between them they were closer than ever, her thin t-shirt and bra the only thing separating her from his much warmer skin.

His breathing was a little faster and then he flipped onto his back pulling her close. She laid her head on his chest, her wet hair dark against his skin.

His heart was galloping, and then his voice, heard through his chest was loud in her ear.

"I'm going to do this, and you can say no…you probably will say no, but I'm going to ask anyways."

His heart sped faster at his words.

Elena had a feeling she knew what he wanted to ask her, but she was afraid to look at him so she just stayed where she was, his heart and voice thrumming together in her ear.

"Elena, will you go out with me, on a real date? I don't care where, or what we do…"

Even though she had been expecting this, Elena felt frozen by his words, not answering him.

"It's okay. I get it. I do."

"No you don't." Her tongue lost its paralysis.

"You're so wrong for me…"

She felt his soft intake of breath and he stiffened at her words.

She rose up and touched his face, his cheek rough under her soft palm, but the promise of his lips so sweet.

"You're so wrong for me but," she whispered again, her eyes conveying the opposite.

He shook his head.

"This is right Elena, this is so right. Can't you feel it?"

He was so close all she had to do was move in. And she knew he was waiting for her to make that move.

"I don't know what I feel, Stefan. I mean, I thought I knew what I wanted. And I still want those things, but where you're concerned…"

She leaned forward and met his lips in a soft kiss; his breath sweet and tempting her lips to demand more.

But then she was breaking the kiss and pulling away, her head once more coming to rest against the beating flesh of his chest.

She was lying and they both knew it. She knew what she wanted, she wanted him.

And she knew that watching him with someone else would hurt more than if he were to break her heart a week; a month; a year down the road.

She knew that it was too late to just walk away from him.

"Yes, I'll go out with you, Stefan. But this is all for tonight, okay?"

He answered with a soft kiss on her damp hair.

And then she was closing her eyes, telling herself it would be okay.

She sighed softly against him, and snuggled closer, finally feeling warm enough to sleep.


	14. Chapter 14

Elena lifted her head from his chest and looked around the sun brightened tent.

It was morning and though she was slightly stiff, she felt pretty well rested.

She moved slowly so as not to awaken Stefan, and leaned up on an elbow looking down at him. She found herself a little breathless being so near him, each follicle of stubble deliciously close. So close she could...

She let her eyes traveled along his neck and down to his chest, indulging in his peaceful demeanor.

Fighting the urge to trace a path with her fingertips on his chest, and then back to his face. He was staring at her with a knowing smile.

"Um, ah I was, um…yeah."

She couldn't believe he had caught her ogling him!

She looked away her cheeks flushed, and attempted to run a hand through her tangled hair. It had still been quite wet when she fell asleep, and she knew it must look horrible.

"You know, Elena, it's not last night anymore…I mean you said nothing could happen last night…so technically we could…" He trailed off his voice teasing.

Elena laughed.

"Um, nice try Salvatore, besides I'm surprised you can even look at me without turning to stone, I'm sure Medusa wants her hair back." She tried to joke.

"Trust me, Elena, I can't look at you without turning to stone," he teased again and moved his eyes down his bag covered form.

"You are so smooth, Stefan Salvatore. Do these lines really work for you?" She asked giving him an incredulous look.

He laughed and reached out to touch her hair. "No, and you're right, you do have some kind of snaky thing going on here."

"Gee, thanks. I'm not sure which I prefer; you're smooth moves to score, or your brutal honesty."

He laughed again and then growing serious he looked into her eyes, swiftly taking away her breath. "You look beautiful, Elena, snaky hair and all."

Elena gulped away the urge to kiss him and looked away.

"Yeah, I'll bet you say that to all the girls."

When he didn't say anything she looked back up at him.  
He was studying her intently, and it was making her nervous.

"Um, maybe we should, um…"

She had been about to suggest that they get dressed, but just then Caroline stuck her head into their tent.

"Wakey, wakey, Sleepy heads!" Her mouth dropped open at the sight of the two of them in the sleeping bag together.

"Oh, my God!"

"Um, Caroline, it's not…" Elena was trying to explain, but Caroline was gone just as quick as she had come.

They could here her loud voice calling for Damon. No doubt she couldn't wait to share her discovery with him.

"I am so going to kill her," Elena moaned, but really she knew she should probably be grateful to her friend for interrupting. That and well maybe a little grateful for this whole thing?

Well, that was still to be determined, but Elena would thank Caroline, if and when the time came.

She glanced shyly at her bed mate. "Um, maybe we should get out there and do damage control?"

He nodded. "Yeah, it might be a good idea."

His voice sounded serious enough, but Elena couldn't help thinking the whole thing was amusing to him, maybe because of the twinkle in his beautiful green eyes?

"It's not funny, Stefan!"

And then he was laughing, and she couldn't help joining him.

XXXXX

Once back at her car, Elena grabbed her books and headed back to the stacks. She was deep in a copy of Grey's anatomy when she felt a light tap on her shoulder.

She looked up to see Stefan smiling at her. He held two cups of what she prayed was coffee in his hands.

"Stefan, what are you doing here?" She whispered.

"Bringing you coffee, what do you think I'm doing?"

By the way he was smiling at her she wasn't so sure.

"Um, okay." She reached for a cup and took a sip.

"Perfect." She smiled. "Um, have a seat?"

He came around and pulled up a chair; his knees a breath away from her own.

She felt rather frumpy, having simply pulled her hair up in a scrunchie after her shower. But she had to admit she was glad to see him.

"I do however have an ulterior motive," he said leaning forward a little in his seat, his eyes devilish. And Elena knew that long after he left she would see those hot slices of sky across the text she was trying to memorize.

"An ulterior motive, huh? Should I be worried about getting thrown out of here Stefan?" She flushed at her own bold statement. God, he was rubbing off on her!

He grinned sexily. "Only if you want to, Elena."

He reached and put his hands on her knees sending a thrill from his fingers on up.

He gave them a quick squeeze and let go, leaning back in his chair.

Denying her eyes the path up his long legs clad in tempting, faded denim, she had already been caught staring once today, she moved straight to his face.

"I have a gig tonight at Club Kid. Say you'll come?"

Elena hesitated for a beat, mentally going through her closet.

"Come on, Elena. It's Saturday night," he said taking her hesitation to mean something totally different.

Elena leaned forward a little, her knees brushing his.

"Okay, I'll come, but only if I get this finished. It's due on Monday."

"Say no more," he said moving to stand.

Elena stood up too.

Suddenly nervous she took a deep breath. Was he going to kiss her goodbye? She ripped her eyes away from his smiling lips.

"Um, okay I'll, um… I'll see you later then."

She was moving to sit back down when he caught her arm.

"Elena?"

Elena looked at him, and his eyes moved from her coppery depths to land on her mouth. He studied her for a second and then he was moving towards her.

Elena felt her heart start to pound away in her chest, and then his lips were gently caressing hers.

He sucked in her bottom lip in a light teasing kiss and then pulled away a little leaving her mouth aching for more.

But before he could back away completely she leaned back in taking the lead, her mouth offering more force, her tongue demanding compliance as she delved in to taste him.

Her breath was coming fast and her mind was numb from him, and then she was pulling away, her heart feeling like that of a cartoon character about to explode out of her chest.

"Um, I have to get back to…ah, work."

He was smiling, but his eyes were heavy with something almost tangible, making her already speeding heart accelerate in her chest.

"Okay, I'll see you at the Club. I have to be there early so…"

"Yeah, okay, I'll just catch a ride with Caroline or something."

She backed up bumping into her chair.

"Don't study too hard, "he teased, and then he was gone.

Bringing her coffee indeed. She smiled and shook her head.

God, how she loved coffee!

XXXXX

Elena took another quick look into the mirror and pulled down her shirt. It was a belly shirt from Caroline's closet, and the slice of flat stomach exposed left her feeling a little self conscience.

She tried to imagine Stefan's eyes on her and felt herself blushing; the feel of his lips earlier at the library still burning through her.

The kiss had been hot to say the least. Not to mention distracting.

Elena had barely gotten her paper finished in time to get back to the apartment for another quick shower and a quick scramble to find something somewhat sexy to wear.

She looked again at the shirt and wondered if it wasn't maybe a little too much. She didn't want to send Stefan the wrong signals. But after the way she had ravaged his lips, it was probably already too late for that.

"Elena, come on already! He likes you with scraggily hair! You don't have to be prom queen prepared!"

Caroline's voice from the living room cut through her reminding her that her friend had been ready "forever ago," Caroline's exact phrase when Elena had walked though the door forty-five minutes ago.

She sighed softly and ran her fingers through her silky hair. And then turning to walk out the door, she paused and cast a last glance at her reflection, eying her butt in the snug fitting jeans she had chosen to wear.

"Come on, Elena!"

Elena sighed again and turned out the light, thinking the outfit would just have to do.

(Later)

They had only been at the club for a few minutes when Caroline whispered in her ear.

"Ut oh… Don't look now, but Katherine is over there by the bar."

"Who? Oh!" Elena had almost forgotten about Katherine. Almost.

And then she found herself doing exactly what Caroline had said not to do. She let her eyes move over the trampy outfit Katherine was wearing, or should she say barely wearing? The girl was falling out of the low cut gauzy blouse, and her skirt was so short Elena thought maybe she felt a breeze.

All cattiness aside though, Elena had to admit Katherine looked nothing short of stunning.

She looked down at her own clothing and felt a little silly for thinking the shirt might be a little to risqué. She looked up to find Caroline studying her.

"You don't have anything to worry about where Katherine is concerned. Stefan's through with her."

Elena forced a smile. "I'm not worried. Come on let's go see if we can find the guys."

It took them less then ten minutes to find the guys. Stefan was sitting backstage, with a beer in his hand when Elena followed Caroline through the door. His head shot up to meet her eyes and then moved over her like a sheet of liquid heat.

She felt his eyes stall at her exposed stomach and then he was moving to stand. She knew her cheeks must look flushed if the heat she felt on her face was any indication.

"Hey," he said simply and offered her his beer.

"Hey, yourself," she took the proffered beer and brought it to her lips.

Caroline who was grinning like a fool looked from Elena and then back to Stefan.

"Well, I see I'm not needed here, so I'll go find my drummer."

Elena didn't say anything, not realizing Caroline had left until a few moments of silence later when she looked to find her gone.

"Um, so when do you guys go on?" Elena was feeling a bit self conscience suddenly, and said the only thing she could think to say.

"In a little while… Why? You're not trying to get rid of me again are you?"

Elena was pretty sure he was teasing, but his eyes seemed to hold a seriousness that was making her wonder.

"Of course not, why would I do that?"

He shook his head, a small smile touching his lips. "I've been wondering that for a while."

Elena didn't have much of a chance to ponder what he had said. The next thing she knew Caroline was running through the room with Damon hot on her tail. The screeching duo flew passed them making Elena smile.

She turned back to meet Stefan's still serious eyes and wondered what he was thinking.

A few seconds later he smiled and a twinkle lit his eyes, his serious mood fading just like that.

"Come on, Gilbert, I wanna dance with you before my first set."

Elena moved against him, surprising herself with her boldness. She felt his hip against her and let her fingers travel over his hard back down to his waist.

He was so close, his mouth a breath away from her lips. She felt his fingers move through her hair, sending shivers through her body.

This was too much. She moved back a little trying to ease the tension of their closeness, but a moment later his lips were grazing her neck.

"Stefan," she mumbled against him, but he didn't hear her, the music from the first band was much too loud.

She felt herself once again giving into the sensations of him; this time of his mouth on her skin, and then she was being pulled from him.

She stumbled backwards and almost fell into another couple on the dance floor. She gained her balance a few feet away, watching as Katherine shoved Stefan.

And then she was up in his face yelling drunkenly.

Elena couldn't make out Katherine's words, but she could pretty much imagine what the other girl must be saying.

And then Stefan was yelling loudly, the band choosing just that moment to cease playing.

"We're over Katherine!"

Katherine was heaving; huge gulps of air rushing from her.

"We're over…Over? I don't think so Stefan!"

Stefan stood staring at her intensely. "We are over Katherine, I'm sorry."

Katherine looked at him for a few beats and then slapped him hard.

All of this was happening quickly, but it seemed like it took forever to end. And then the band blew into another song drowning out the sounds of Katherine's sobs as she fled the dance floor.

Elena pulled her gaze from Katherine's retreating back and looked to see Stefan staring at her, his eyes hard to read in the smoky bar. And then taking a deep breath and telling herself this wasn't his fault, she went to him.

He met her eyes briefly and then placing an arm around her waist, he led her away from the dance floor, leaving behind the curious onlookers who refused to believe that the little show, courtesy of Katherine was over.

Stefan led her to one of the rooms backstage and shut the door behind them, and then turned to her.

"I'm sorry you had to see that. It wasn't…I didn't think she would be here tonight. Wait, that didn't come out right. I just meant that I know how she is. I've told her twice since I've been back that we're through. I made it clear, Elena, I swear."

He was looking her dead in the eyes and she believed him.

"Its okay, Stefan, I believe you when you say that the two of you are through."

He sighed in relief and moved to her, taking her into his arms, pulling back only to cup her face, before bringing her chin up to meet his lips.

He kissed her gently and then pulled away.

"I don't want to…not here."

She looked at him, and he must have seen her confusion in her eyes.

"Just not here, Elena, okay? Not with you."

Elena nodded in understanding, her heart pounding. "Okay…not here, Stefan."

He met her eyes, the green intensity almost blinding, and then he leaned in to kiss her forehead.

His lips were soft against her skin; promising.

And she told herself that something that felt this good couldn't possibly be a mistake.


	15. Chapter 15

Elena rolled over, the crinkle of someting against her long hair drawing her attention. She lifted her head and reaching her fingers to explore her bed tangled hair, she pulled the small object in front of her for examination.

A small smile played on her lips, lighting her coppery eyes as she took in the beautiful red rose. She brought it to her nose, the scent much sweeter than any other flower.

This had to be Stefan's doing. And if it was, he was continuing to surprise her. She twirled the rose between her fingers gently. And then she looked down on the nightstand with a note on it, and the she saw the letters. She sat up and looked closer.

'Tonight at 8:00?' Her smile grew as she realized what this was. He was asking her on a date.

Where was he? She looked around, her eyes falling on his closed door. Had she slept on the flower all night, or had he simply slipped in this morning while she was sleeping?

She pushed the blanket aside and swung her long legs to the floor. She would make coffee. She was figuring maybe the aroma and a little bit of banging around in the kitchen might wake him. But the night had been a long one. In fact she was surprised she was up and about so early.

She had just pushed the button to start the pot when she heard the door swing open behind her. The rose was beside her on the counter. She wrapped her fingers around it and turned to him.

He walked towards her smiling. And she somehow managed not to gawk, but it wasn't easy. He wasn't wearing a shirt, and his jeans were unbuttoned and slung low on his hips.

"So? Is tonight good for you?"

Elena nodded. "It's perfect actually. I mean my paper is finished and my professors haven't had a chance to dump another load of work on me."

He was staring at her. "Being a doctor is really important to you, isn't it?"

Elena nodded. "Yeah, it's really important. I've kind of the had this dream since I was a little girl. But it was when my brother got sick that I knew it was what I had to do with my life."

He ran his hands down her arms his eyes locked on hers.

"He died when I was ten. "

His hands came to grasp hers and squeezed lightly, not letting go.

"I'm sorry to hear that. I bet he would have been proud of you, ."

Elena smiled, "Thanks, I'd like to think so."

She cleared her throat, "So what about you? I mean have you always wanted to be a singer?"

Stefan laughed. "Well, no, not always. I actually wanted to be a Fire fighter up until I was about twelve. But then I got my first guitar." He smiled at the memory.

"It was weird, because my parents would never have gotten me a guitar. They wanted me to play the piano. Anyways, my grandfather gave me his beat up six string when he got a new one. And since it was a gift, my parents had no choice but to let me keep it. I practiced non stop. My fingers were a mess!" He was looking down at his hands, smiling fondly.

"Thank you for that."

He looked up at her questioningly. "For what?"

Elena smiled softly. "For sharing that with me. I guess I just like picturing you at twelve banging away on an old guitar."

He let one of her hands drop and reached to trail his fingers along the softness of her cheek. She was getting lost in his eyes when the door swung open again.

"God you two, I swear! Get a room already!"

Stefan's hand fell away, "Good morning to you too, Caroline."

He smiled at Elena and turned around to his cousin.

Elena took a deep breath and pocketed the rose.

"So what was up with Katherine last night?"

Elena turned around to grab some mugs, and was pouring them all coffee as Stefan filled his cousin in on the previous night's dramatics.

"Holy shit! I knew she was a psycho! Elena here is way more sane, maybe too sane for you Stef," Caroline teased, her eyes twinkling as she sipped at her coffee.

Stefan's twinkling eyes met Elena's, and she laughed.

"Trust me, Caroline, I'm not totally sane; if I was I couldn't be friends with you."

Caroline pouted for a second and then they were all laughing.

xxxxxx

"Stefan you're making me nervous!"

Elena felt his hands tighten on her arms in reassurance, but he didn't offer to take off the blindfold.

They had left the apartment at 8:00 on the dot. And once in the car he had tossed the blind fold onto her lap, instructing her to put it on.

Of course she had felt a bit nervous with the idea of not being able to see where she was being driven, and his crack about how this way she wouldn't be able to leave if the date sucked, hadn't helped much to ease her mind, but still, she had gone with it.

Now he was leading her up some stairs and the creaking of a door could be heard, followed by the cool night air on her skin.

She heard the door close behind them with a slight bang, making her jump. And then he was leading her forward a little, the wind blowing gently against her legs, making her wonder if the red dress she had borrowed from Caroline might be a little unseasonably thin for a spring night.

He brought her to a stop and leaned in, his lips warm against the back of her neck, surprising her. She felt a shiver travel through her and sighed softly.

His hands then left her shoulders and moved down her arms, to her hands bringing them up to rest on a flat cool surface. She was dying to know where he had taken her.

"Stefan, come on!" She giggled.

"Shh, patience young grass smoker." He joked, and she couldn't help but laugh.

"Yeah, you know me."

He chuckled behind her; a deep sound that resonated through his chest and vibrated against her back.

"Close you're eyes, Elena." He demanded softly, his lips close to her ear.

She squeezed them closed tightly, her heart starting to pound, thinking if nothing else, he certainly won for most mysterious date.

And then he was reaching up to remove the blindfold, his fingers gently easing it away from her face.

"Okay, you can open them now."

Elena opened her eyes to a star filled sky, and then she saw them; the shooting stars. There were dozens of them streaking the sky. She felt her breath leave her. It was beautiful.

She remembered hearing about a meteor shower on the news, and hadn't thought much about it at the time.

But as she felt his arms wrap around her she couldn't help but think how perfect this was; how incredibly, wonderfully perfect for a first date.

She turned a little to look up at him, and his lips grazed her temple, making her sigh. She leaned closer against him as a slight shiver ran through her. The breeze was picking up. He pulled her closer, warming her. And then the sky was still, the show was over.

She turned in his arms and gazed up at his smiling eyes.

"So did you like it?"

She shook her head. "No, I loved it, Stefan. It was amazing….You're amazing."

She leaned up and kissed him softly, his lips parting as her tongue moved against them.

She felt her body warming against him, no longer chilly in the night air. But then he was pulling away.

She groaned softly and he laughed.

"There's more. Come on."

He took her hand and led her around the building. She stopped in her tracks at the sight. There was a table and two chairs, and what looked like a bucket with a wine bottle chilling on ice, or maybe it was champagne? She hadn't walked far when she spotted the picnic basket setting off to the side.

"It's perfect, Stefan," she grinned.

He raised his eyebrows, and smiled as he moved to pull out her chair.

The wind picked up, and once again she was shivering in her thin dress, hoping he didn't notice. She didn't want anything to spoil their night together under the stars.

"Hold on a second," he said and disappeared around the corner leaving her wondering what he was up to now.

He came back with a blanket and put it around her shoulders.

"We can't have you getting too cold; I might have to warm you up again. And this time I might use an entirely different method," he teased.

Elena felt her cheeks flush at the images racing through her overactive mind. And then he was grabbing the bottle out of the bucket.

"Champagne?"

She nodded, knowing her face was going to be sore from smiling so much, but she didn't care.

He popped the cork and poured some into the glasses.

He handed her one and then pulled his chair closer to hers.

"Should we toast?" She asked, not really knowing what to toast to.

"Sure, how about we make a toast to the rain?" And then he looked up at the sky as if it would tempt the Gods somehow.

"Not that we want it to rain tonight, but I don't think I would mind it as much after spending the night with you." His eyes met hers, taking her breath away, his words leaving her speechless.

When she could speak again, "To the rain."

They touched glasses and she took a sip, the bubbles tickling her nose as they always did when she drank champagne. This was so perfect she didn't want it to end.

He reached and took the glass from her hand.

"So now what?" She couldn't help asking as she eyed the picnic basket. She was suddenly starving.

"Now we eat."

Stefan set the picnic basket aside and then headed off around the corner again. Elena just shook her head smiling and stayed seated. She had decided to stop trying to second guess him and just let him surprise her, as he had done so far this night.

Elena knew she had an early class the next morning, but she was in no hurry to get home. The blanket Stefan had given her was still draped over her shoulders and she was toasty warm, and content. And God was she ever full! Stefan had packed so much food in the picnic basket, and they had eaten most of it. Elena thought maybe she wouldn't have to eat for a week.

She eyed the grapes remaining on her plate and pushed it aside. And then he was back. Elena watched as he set the portable radio down and started pushing buttons.

Soon soft music was drifting out of the speakers. Stefan walked the few steps to where she was sitting and held out his hand.

"I promise we won't be interrupted this time."

Elena met his smoky eyes, and then without saying a word she slipped her hand into his, letting the blanket fall down around her shoulders as he pulled her into his arms.

He held her close as he moved next to her, the black shirt he wore rolled up at the sleeves, leaving his arms free for the moonlight's kiss.

She loved the feel of his body hard against hers, the touch of his fingers caressing her.

Her head was spinning from the champagne, or maybe the even more potent man she was melded to in this parody of dance. As they were no longer really moving, except for their hands and his lips; they seemed drawn to the very spot that had left her weak the night before.

And then he trailed his hot kisses along her neck to her jaw sucking lightly, driving her crazy, as he made his way lazily to her mouth. His mouth was hot against hers, his tongue dipping into her mouth demandingly as the kiss began and instantly grew heated.

His hands were now on her hips pulling her into him and she could feel every inch of him; his long body against hers.

And then he was backing up, his lips never leaving hers.

He pulled away just long enough to sweep everything off the table and then his hands were hot against her, as he lifted her up and plopped her down on the table.

She let her legs fall open and he stepped closer, between her thighs, his hands moving behind her pulling her towards him. She felt him hard against her panties as her dress rode up and all the while his mouth so hot kept her breathless, speechless with wanting. She knew she should stop things now, stop them before it was too painful to do so, but he felt so good.

His hands were lifting her dress higher and the cool wind touched her thighs sending a chill through her flushed skin.

"Stefan, we have to stop, Stefan, please I can't…"

He pulled away, his forehead moving to press against hers as he caught his breath. He didn't say anything, but she knew he wanted more. She wanted more. But the time wasn't right. She hadn't planned to let things go so far, so soon with him. She knew now she had just been kidding herself. She knew she should have packed her purse full of condoms.

She opened her mouth to ask if he had any on him, but then closed it unsure whether she wanted to know the answer to that question. Unsure if she was ready to hear that this had been a part of his plan too.

"Maybe we should just head home?" She said softly.

He pulled away and walked a few steps, his back to her as he looked out at the night sky.

"Stefan?"

She was afraid that he was angry with her, though she wasn't sure why, maybe because he was so quiet?

Elena jumped down off the table and adjusted her dress. She felt the chill of the wind and grabbed the blanket intending to wrap it around her for warmth, but froze with it in her hands when he turned around.

He walked to her and taking the blanket from her hands, he put it around her shoulders.

"Come on I'll take you home."


	16. Chapter 16

The walk to the car was made in silence, but once inside he turned to her.

"I'm sorry, Elena. I didn't mean to take things further then you were comfortable with… I really wanted this to be special… and then I went and fucked it up."

His eyes had moved to the steering wheel as he spoke.

"I guess it's because I've never done anything like this before, I mean planned a date. I've never really had to… I've never had to try so hard."

Elena looked at him in the dark car. So he thought he had messed up?

"Stefan you don't have to try so hard. I loved this, but dinner and a movie would have been okay too. It wasn't about where we went tonight; I just wanted to be with you."

He looked up at her meeting her eyes. "I wanted to do this. I guess I've never really wanted to make things special for someone before now. But you're different Elena. I want you to know that. I wanted to show you that. Then I went and…I let it go too far."

Elena reached and took his hand. "I was there too, Stefan. I let it happen too. I wanted it just as much as you…well almost as much."

She felt her cheeks flush at her honesty. He laughed; a low warm sound that filled her ears. And then He squeezed her hand and brought it to his warm lips.

Elena took a deep breath thinking if there ever was a time to do this, it was now. She opened her mouth to tell him and then closed it. She had never felt strange about her sexual inexperience before, but with Stefan things were different. Maybe because he was so experienced?

He kissed her hand one last time and then let it go.

"Let's go home, okay?"

She nodded, silently kicking herself for her cowardice. But it was too late; the window of opportunity had closed. She sighed softly and leaned back in her seat telling herself she would tell him…And if not? Well maybe she would surprise him for once.

XXXXX

Elena stepped from the shower and glanced at her watch. She was going to be late for her first class if she wasn't careful. She had had a hard time getting out of bed that morning, so now she was having to rush through her morning routine.

While it hadn't been all that late when she and Stefan came home from their date, once back at the apartment, one of them, she couldn't remember if it were she or maybe it had been Stefan, had suggested they put on some coffee.

They had sat talking well into the night about anything and everything that popped into their heads. they had started out with their likes and dislikes, but then their conversation had moved on to more serious things. And though she could tell it hadn't been easy for him to open up to her, he had.

She closed her eyes now and fought back the pain that filled her as she recalled his words, his confession that his father had never really been there for him; never supported his dream to be a singer.

And that even though his father had supported the family financially, he had been too busy to make time for his son.

Elena blinked back the threat of tears, and scraped a hand across the foggy mirror. She knew this wasn't the time to think about such things, not if she was going to make it to class on time, but she couldn't help it. It seemed the more she knew about Stefan, the more she cared.

She cranked on the sink and splashed her face with cold water trying to clear her head and get back on task; said task being to get to class on time so she could avoid the angry glare of her professor.

She was brushing her teeth when she realized she had forgotten her clothes. She rinsed quickly and tightened her towel with determination.

Okay, so she might run into Stefan in the hall, in a towel. Big deal, she could handle that, right?

She took a breath and stepped out. The hall was empty.

She was thinking she was home free when he stepped from his room wearing only his boxers. He was obviously on his way to the bathroom, but stopped in his tracks when he saw her, a slow smile spreading across his face at the sight of her.

"Um, good morning," she managed despite her embarrassment.

"Good morning," he replied, his eyes traveling over her still moist skin.

"You're staring, Stefan." She felt herself blushing under his hot stare.

He pulled his eyes from her body and up to her face.

"I can't help it, Elena. I love when you're all wet like that," he grinned sexily, his eyes dark with desire.

He stepped closer and stopped in front of her.

"Besides you owe me one remember?"

It took a moment for Elena to understand, but then her face turned an even brighter shade of crimson. He was referring to her ogling of him in the tent.

She didn't know what to say to that. It seemed she would never get used to his flirtatious comments.

After a beat she said the only thing she could think to say, "I'm going to be late for class, Stefan, so I um, I'll see you later?"

She tried to walk passed him, but he grabbed her hand.

"Hey?"

Elena looked up at him questioningly.

"Last night was more than amazing. And I know I can be forward, like right now. But I loved spending time with you, talking to you."

Elena nodded. "I did too."

She wanted to kiss him so badly just then, his mouth was so near. But she knew his bedroom was even closer and she had a class to get to. And who was she kidding? She was still scared. It seemed the more she thought about actually being with Stefan, the more anxious she became.

He smiled and squeezed her hand. "Yep, you'll definitely see me later. Oh, wait I have gig tonight…You're coming...right?"

She nodded and smiled. But as he walked passed her she wondered how she could do this. How she could go to all of his gigs and still maintain the grades she needed to keep her scholarship.

She knew she would manage somehow, though, she had to. She had a feeling it was important to Stefan that she be there, and she didn't want to be another person in his life who had let him down.

XXXXX

Elena arrived at the club later than she had hoped. She glanced over at the passenger seat, the stack of books that had held her captive sitting silently beside her, and sighed.

Stefan's band had probably already played by now; she was pretty sure she had missed their entire set.

She slammed the car door and headed for the club entrance. She gave the doorman her name and he let her in free of charge, as always. Elena didn't recognize the band currently playing, but they were loud. The singer, a guy with the brightest red hair Elena had ever seen, was singing about puke stains on his pillowcase or some such thing.

Elena tuned them out and scanned the floor and tables surrounding the dance floor. Not seeing Stefan or Caroline she headed towards the back of the club. She hesitated outside the closed door for just half a second, and then telling herself she was being silly she pushed it open.

She was met with laughter and cigarette smoke tinged with the sweeter smell of pot smoke. She looked around and there he was, a beer in his hand sitting by himself in a chair facing away from the door.

She made her way to him and dropped a hand onto his shoulder. He looked up at her a little glassy eyed, and Elena was pretty sure he was either stoned or drunk, maybe even both.

"Sorry I'm so late. I had a paper to finish, and I kind of lost track of time." She explained.

"Come 'ere" he said simply, and pulled her onto his lap.

Elena landed on his denim clad legs and leaned against his chest, snaking her arm around his waist. His face was so close to hers, and his eyes, heavy lidded filled her with warmth.

"Hey," he said softly, a smile on his lips.

"Hey yourself," she repeated her eyes trapped in his.

"Want some?" He indicated his beer.

"Uh, huh."

But instead of taking the beer she cupped his face and did what she had wanted to do all day. His lips parted for her and the hotness of him sent a spear of warmth through her leaving her breathless.

He pulled away a little and then downed the beer, before tossing the empty aside.

He pulled her close and his mouth was more demanding; more insistent, cool and tasting of beer.

She felt his hands travel over her stroking her body like an instrument, playing her expertly with his long fingers. She moaned a little at his touches and then pulled away, having to remind herself that they were not alone in the room.

"Stefan…um, we're not alone."

He was nuzzling her neck, his now hot mouth sending shivers, making it difficult for her to think coherently.

"Uh, huh," his answer was followed by another kiss.

She gave into it and pressed her body to his, loving the hardness of his chest against her aching flesh. Then he was pulling away, breathless, his heart pounding hard against her.

"I missed you," his voice was deep and full of a need that fueled Elena's.

"I missed you too." She spoke a whisper meant only for him.

"We should get out of here." His fingers moved a hot trail down her arm, in a single gesture promising to explore every inch of her.

Elena felt her heart pound as panic gripped her and then Caroline's voice filled the room.

"I should probably say hey to Caroline. I mean since I just got here."

She went to stand up, but his arm was locked around her waist, making her look at him.

"What's going on here, Elena? I mean we keep getting one step away from this and then you take two steps back."

Elena shook her head.

"Um, I don't know, um I just…"

"Elena!" Caroline leaned in and hugged her.

She felt Stefan's arm move from around her and used the opportunity to stand.

Elena heard Caroline going on about a girl they went to school with passing out in front of the stage earlier and how Elena had missed it, and then she was tuning Caroline out.

Elena looked to Stefan. He was staring at her. She knew he was confused by her actions, but if she told him she was a virgin, then what?

"Elena, are you even listening to me?"

Elena focused on her friend. "Um, yeah…I mean I think I was, what were you saying?"

Caroline sighed and started her story over.

Elena tried to concentrate on what Caroline was saying, but her mind was on Stefan. She knew she either had to tell him, or give into what he wanted; what she wanted.  
Either way, she knew she couldn't just keep turning things on and off anymore. It wasn't fair to either of them.


	17. Chapter 17

Elena watched as Caroline and Damon left the backstage area. They had their arms wrapped possessively around each other's waists as they walked, and Elena couldn't help but feel a little envious of how easy they made the whole thing look.

She sighed and looked over at Stefan who had downed another three or four beers as she stood talking to Caroline. She longed for the day when they could be like that, when going home with Stefan wouldn't fill her with such anxiety.

She wasn't sure what she was so afraid of where Stefan was concerned. She knew he was sincere. He had proven that. It wasn't like she believed anymore that he was just after a piece of ass. A guy like Stefan didn't have to try so hard to get laid, girls practically lined up for it.

No, that wasn't why she was apprehensive. She was just afraid she wouldn't measure up to all of the girls he had been with. If she were to be honest with herself, that was the real reason behind her anxiety. That and just good old fashioned fear of the unknown.

She cleared her throat as she approached him, hoping to alert him to her presence. He was leaning back in the chair with his eyes closed.

"Stefan?"

His sleepy eyes opened a little.

"Hmmm? Elena, hey."

She realized from the slurring of his words, that he was pretty drunk.

"Stefan, come on, I'm going to take you home now, okay?"

He opened his eyes a little more.

"Um, yeah, okay…we need to talk about, um…"

Elena helped him up, his body leaning heavily against her.

"Sure, Stefan when we get home though, okay?"

His arm went around her pulling her closer.

"K, just a second."

He was reaching for his unfinished beer.

"Ahh, no, Stefan, you've had enough for one night, okay? Let's just get you home. What do say?"

He leaned in and kissed her gently on the lips.

"Yeah, okay…You're really beautiful, Elena… you know that?"

She led him away from the beer, the door looking too far away.

And as he leaned heavily against her, she couldn't help thinking that while this wasn't exactly ideal, he would most likely pass out in the car, and she would be able to postpone the inevitable conversation for one more day.

XXXXX

Elena pushed up from the table and glared at her much hated books. She just wanted to go home, collapse onto the sofa and sleep a straight twelve hours.

She knew she was seriously pushing herself. She wasn't getting enough sleep and she wasn't eating well either. Most of her meals lately had been meals of convenience. In fact the best meal she had had was Stefan's over indulgent rooftop picnic.

Elena sighed as she thought again about that night and the near perfect memory she held close in her heart. It was the most romantic date she had ever had; most likely ever would have. She knew Stefan had put a great deal of thought into it, and it sent a thrill through her even now that he thought her so special. She knew only one thing could have made it more special…being with him.

She sighed again as her thoughts turned to the previous night at the club. As she had predicted, Stefan had passed out in the short time it took to get back to the apartment.

After helping him to bed, Elena had avoided his groping hands and slipped out the door with a sigh of relief. The next morning she had gotten an early start, the sole purpose being to avoid a morning confrontation. But now the time had come. She would have to head back to the apartment; to Stefan.

She closed her tired eyes for a moment, and then grabbing her books she headed towards the exit.

What with her mind being elsewhere, Elena wasn't looking where she was going. She didn't even see Kol until she was plowing into him, hard, sending his books flying from his hands.

"Oh, God, Kol, I'm so sorry!" She said a bit too loudly for the library.

She heard a loud "Shhh," from somewhere and lowered her voice.

"Are you okay?"

He looked up at her with a grin, his periwinkle eyes dancing.

"Yeah, I'm okay, couldn't be better."

His eyes grew concerned as he studied her.

"What about you? I mean, you look tired, Elena. You're not working too hard are you?"

"I'm fine, Kol, really." Elena tried to laugh off his concern, but he saw right through it.

"Hey, I know that um, you've been busy, but I miss having you around to complain to. I have some serious professor hate built up and no one to vent with," he joked.

"I was just on my way out to grab a bite to eat. What do you say…come along and we can play catch up?"

Elena looked at him for a minute, and then nodded.

"Sure why not?"

She knew it wasn't a good idea before the words had even left her mouth. And though she could use the excuse that she really did need to eat something, Elena knew this for what it was, she had found yet another way to avoid talking to Stefan.

XXXXX

She could smell it as soon as she walked through the door, the delicious aroma making her mouth water despite the fact she was stuffed full of broiled chicken and blueberry pie.

She shut the door and slipped out of her shoes. The room was dim but she could see him sitting there on the sofa. He had waited up for her.

"Hey," her voice was soft but she knew he could hear her.

"Hey."

She couldn't really read his voice. Was he upset?

She made her way to the sofa and slipped onto the seat beside him.

"It smells good in here; lasagna?"

He nodded, but didn't look at her.

"You made me dinner didn't you?"

He finally turned to her, his eyes stony.

"Yeah, I did. It's still edible if you want some."

He got up and went to his room, shutting the door none too gently behind him.

Elena let out her breath as her eyes fell on the clock, it was almost midnight

She couldn't believe she had messed up so badly. She had only wanted to avoid his questions and now she had gone and pissed him off.

She got up and made her way to the kitchen. She pushed open the door, the candles lighting the room sending a glow over the finely laid out table. He had made her a romantic dinner and she had missed it.

She sighed and flipped on the light. She made her way to the candles and blew them out one by one. And then sinking down onto a chair, she put her face into her hands. This was such a mess! She had made it a mess. She wanted to be with him so much, and yet she was ruining it with her insecurities.

She pushed her hair out of her eyes, and stood with determination. She was going to go to him. She would explain somehow. She would make him understand and if it ended with them in bed?

She squeezed her eyes closed and took a deep breath. She opened them and her eyes fell on the full glass of wine. She took it up and downed it. And then turning on her heels she left the kitchen and headed for Stefan's room.

"Hey", she said keeping her gaze level with his cool eyes, despite the allure of the sheet slung low on his hips.

He had obviously been in bed when she knocked on his door.

He didn't say anything, just swung the door open wide and walked back into the room. Elena followed him in and closed the door softly behind her. When she turned around he was sitting on the bed staring at her.

She was nervous, but she knew it was time to come clean. She looked at him sitting there barely dressed and all she could think was how foolish she had been. So what if she was inexperienced? Guys liked virgins didn't they?

She took a deep breath.

"I'm sorry, Stefan. I mean I didn't know you had planned dinner, and I didn't realize it had gotten so late. I had tons of research to do and then a friend stopped into the library and we had a late dinner. I am so sorry, Stefan." She repeated looking at him beseechingly. She was twisting her hands as she spoke, but made herself stop.

He was still looking at her, his eyes less cool, not exactly warm, but at least he was listening, and maybe warming up?

She walked closer and sat next to him on the bed.

"I know I've been acting strange about us. I mean hot and cold. I've let things heat up between us and then pulled the plug on more than one occasion."

He shook his head. "Elena, this wasn't an attempt to get you into bed tonight. I just wanted for us to talk. Have a nice dinner, a bottle of wine. And maybe talk about us and what's going on."

She nodded. "I know, Stefan, but for some reason I have had a hard time talking to you about this."

She looked down at her hands noticing how red they had become from her nervous twisting, and placed her palms flat on her thighs. And then feeling his eyes on her face, she looked up again.

"Stefan, I've never… um, I'm a virgin, Stefan. I've never done this before."

She looked away from his eyes and back down at her hands. He reached out and eased a finger under her chin lifting her face level with his own. She met his eyes again.

"Elena, you could have just told me, I mean I'm not after sex here. I want you. Yeah, I want sex, I won't lie. But I want…I want more than that. I don't mind waiting a while. I just…I want to know where we stand, that this isn't some kind of game for you."

Elena reached out and took his hands in her own.

"It's not a game, Stefan, I want you too. I want you now."

She reached a hand to the sheet at his waist and loosened it. But he grabbed her hand stopping her before she could push the sheet from his body.

"Are you sure, Elena?"

She nodded.

"I've never been so sure about something in my life."

His eyes still questioning, he pulled her closer.

The sheet at his waist fell away and Elena pressed against him. He held her for a moment, his fingers stroking her hair, his eyes gentle, but darkening with arousal. And then his mouth was on hers, soft but not without passion, as if he were trying to go slow, but containing his desire was almost painful.

Elena kissed him back, his slow kisses fueling the warmth within her that was always present in his company, as she dipped her tongue into his mouth tasting him. She felt his soft caresses grow more heated as their tongues collided. And then his fingers were on the buttons of her blouse expertly undoing them one by one until the cool air hit her lacy black bra.

She pulled him closer pressing against his inked skin, the heat of his body searing against her tender flesh. And then with a flick of his wrist her bare breasts were hot against him, aching to be closer. He made haste with her jeans and pulled her under the sheet with him.

He felt so good next to her, she could barely breathe. And it felt right too. It felt the way it should feel, heart pounding; breath coming fast, but without fear. She let her hands move over him delighting in the feel of his skin and the gasps she brought from his parted lips with her caresses.

He eased up her body, leaving a trail of wet kisses, in his wake, and she gasped lightly, still feeling a bit shy, but unable to hold back as the sensations of his lips moved through her.

She felt a gentle but insistent tug on her panties and then he was caressing her hips with his palms as he eased them down. She knew he was trying to be gentle, to not rush things.

"Its okay, Stefan, I promise I won't break."

Her words were still hanging in the air when his hungry mouth crashed down on hers, pulling her lips into his mouth feeding his hunger. His hands no longer so gentle pulled her tight against him in his need to feel her pressed against his hardness.

She could feel how much he wanted her and spread her thighs wider as she urged him inside her. He pressed into her his tip sending a gasp from her parted lips. And then he was pulling away.

Without a word he rolled off of her. She was opening her mouth in protest when she saw him pulling open the drawer beside his bed. She heard a crinkle as he tore into the condom wrapper and then he was back between her wet thighs.

He leaned in and kissed her, his eyes so full, so dark with desire, his breath so fast.

He pulled back and let his hot eyes roam over her once more and then followed the visual trail with his mouth, sucking and teasing her.

She arched her back into him, pushing herself closer to his hot mouth as he took a nipple in scraping it lightly with his teeth, every stroke sending waves of pleasure, making her melt against him.

Oh, God how could something feel so good?

She pulled him closer to her, her lips sucking his neck making his breath come even faster as a small moan left his lips.

"Oh, God Elena, you feel so good," he whispered, and he hadn't even entered her yet.

She cupped his ass in her hands and wrapped herself around him telling him she was more than ready. And then he was pushing inside her.

She felt a shooting pain at the largeness of him, but it was followed by such pleasure.

She thrust against him as he moved, matching his rhythm stroke for stroke. He was trying to go slow, but she urged him on, his body filling her, taking her so close.

She felt his exploring fingers on her breasts and then his hot mouth and tongue. She knew it was happening, she was going to come. And then he slowed, teasing her with his movements.

She pulled his mouth to hers and delved into him, her mouth ravenous as she could take no more. And then her pleasure was coursing hotly through her sending her thighs a quiver, her muscles clenching him tightly as she moaned his name.

She heard him moan and then he was joining her in their release, his breath hot against her neck.

He collapsed against her, his mouth softly kissing her as the sweat dried on their bodies.

She reached and ran her fingers over his hair and then pulled his face up until they were locking eyes.

"You sure you've never done this before?"

She smiled softly followed by a low, throaty, confident laugh.

"Never. I guess I have a lot of lost time to make up for, huh?"

He grinned and pulled her close.

"Give me a few minutes and I can help you out with that."

He kissed her softly and as she pressed her bare breasts against him tightly, she reached under the sheet.

"A few minutes, huh?"

He shrugged.

"Guess not. Come 'ere."

She giggled as he lips found her neck. But as his mouth moved lower her laughter was replaced by soft moans.


	18. Chapter 18

**Sorry it took me some time to update! #busylife... But chapter 18 is up! I hope you guys are still interested in this story so far...**

**(i'm busy with chapter 19 right now, maybe i'll get it done before sunday)**

Elena's eyes came open slowly, the early morning sun brighter then it should be, her sleep fogged mind refusing the significance of what this should mean.

Usually when she awoke there was just the hint of a sun present.

She closed her eyes tiredly, but they shot open at the realization of where she was, and with whom.

She turned over and there he was, just as beautiful as the night before. She stared at his skin, the skin she had explored with tongue; with fingers, with every part of her being, and felt the warmth build in her cheeks and spread throughout her body at the memory.

And then she looked at the clock. It was almost 10:00. She had slept through two of her classes.

She sighed softly, some of the good feelings of what she and Stefan had shared into the wee hours of the morning fading to be replaced by guilt.

She didn't want to leave him, not without saying goodbye, but she knew she should go, that if she were to let this happen today who was to say she wouldn't continue to blow off her classes?

She leaned over and placed her lips on his neck, a small kiss in hopes of awakening him.

His breathing changed and he moaned a little, causing her breath to catch in her throat. She looked at the clock again and sighed. Just this once?

She looked around on the floor and then grabbed up her blouse that had been discarded in haste the night before. She laid it carefully over the clock covering the hateful digits that glaringly reminded her of her responsibilities.

That taken care of she slid closer to Stefan and kissed his neck again.

His eyes opened sleepily. "Hey."

She smiled into his eyes. "Hey, yourself."

He pulled her closer and into his arms.

"You have class, right?"

She shook her head, her lips already tracing the pattern on his chest.

"I'm sick today," she faked a cough, and laid her head across his chest; her soft hair a blanket of silk against his skin.

She could feel as well as hear his laughter as it vibrated against her cheek.

"Sick, huh? Well, Maybe I can make you feel better?"

She grinned and lifted her head.

"I dunno, I feel really bad, it might take some time."

He grinned back. "I have all day."

He flipped her over onto her back and at the feel of him against her, she knew he was more then ready.

Her breath was already coming fast, but as his lips found her she was left breathless. He kissed her gently one last time and then rolled off of her, only to urge her onto her stomach.

And then taking her hands in his, he raised them above her head.

She giggled nervously.

"What are you up to?"

He shushed her with his lips and tongue as he left a sweet trail along her spine, making a shiver of pleasure course through her in it's wake.

She felt his kisses move along her body and moaned softly. And as he eased her back onto her back she promised herself that this wouldn't happen again; she wouldn't miss another class.

But as she moaned and gasped, her last coherent thought was of what 'Dr.' Stefan could teach her this morning of indulgence... all else was forgotten.

The sweat had cooled on their bodies and both of them lay spent in each other's arms.

Elena's head was once again resting on his chest. And she was pretty sure she would be content to stay like this forever; in his arms..

Stefan was quiet, so she looked up at him, her eyes questioning. Had she done something wrong?

He reached and moved the hair from her face.

And then cupping her cheek in his hand, "I'll never leave you, Elena. I promise."

And as his lips fell on hers in a gentle kiss, Elena couldn't help but think that though he hadn't said I love you, it was there in these words; in his promise...and even more so in his sweet kiss.

Elena slapped her face lightly. She was falling asleep again. This would make twice today she had found herself dozing off. The first time was during a lecture. The glare of her Professor had been enough to carry her through the rest of the day's classes without incident, but now that she was alone in the quiet library she found herself nodding off again.

She sighed softly and vowed that tonight she would get some sleep. Even if it meant sleeping on the ratty old sofa again.

She had spent every night this week sleeping in Stefan's bed. Well not so much sleeping as...but then that was the problem, wasn't it?

She yawned and pushed her hand through her hair. Of course tomorrow was Friday night and she would have the whole weekend to catch up on sleep.

She knew she was terrible. The very thought of a night spent without Stefan shouldn't leave her with an ache she couldn't even attempt to describe.

And she was distracted too. Even days later she would find herself daydreaming about things he had said; about how he would never leave her. And then she would ask herself if she hadn't simply heard something that wasn't really there.

Had it merely been pillow talk?

She sighed now and forced her eyes back to the reference book in front of her. She had to get something done today. If she didn't her weekend would be pretty much set. And the thought of spending hours at the library when she could be with Stefan was beyond painful.

~Friday~

Elena jumped at the sound of the front door slamming. Stefan who was asleep beside her was obviously a much heavier sleeper then she, as he hadn't even stirred. She nudged him lightly with her hand.

"Hmm...what...what's wrong?"

"I don't know," she whispered back uncertainly.

Had she dreamed it?

"Elena, it's late...what's goin on?"

"I don't know maybe I just imagined it or something, but I thought I heard the door slam a few seconds ago."

Stefan looked passed her to the clock. "It's after 3:00, Elena. Who would be slamming the door?"

Their eyes met in the darkened room.

"Shit!"

Stefan jumped out of bed and pulled on the jeans she had helped him out of a couple of hours earlier, after their return home from a night out at the club.

Elena watched him for a second and then jumped up and started dressing too, the rest of the night's events coming back to her, increasing her suspicions.

Tyler had been at the club that night. And he had insisted on speaking to Caroline despite the fact that she was obviously with Damon.

It had ended with Caroline coming back to the table pretending nothing had happened. Caroline had filled Elena in on the conversation in the ladies room a short while later. It seemed Tyler was sorry he had broken up with Caroline, and he wanted her back.

When they returned from the bathroom it had been Elena's turn to pretend like nothing had happened. But as she watched Damon fume silently the rest of the night she could tell he hadn't been fooled by Caroline's act.

Elena hadn't been in the least bit surprised when a short while later, Caroline begged a ride home with them claiming she had a headache. The last they had seen of Caroline was when she was heading off to bed. Elena figuring that her friend just needed some time to think things through hadn't mentioned anything to Stefan.

Now as she followed Stefan out into the dark living room she wondered if Caroline had made plans to meet with Tyler.

She stopped behind Stefan careful not to bump into him as he flipped on the light, momentarily blinding them with it's glare. When their eyes had adjusted he made his way to Caroline's room, and pushed open the door to the empty room.

He swore quietly under his breath and pulled the door closed none too gently.

Elena took a step back and cleared her throat. "Um, Stefan, Caroline might be meeting up with Tyler."

She watched his face harden in disbelief.

"What? No way. She's too smart to go back to that piece of shit."

After a beat... " Did she say something to you about this?"

Elena shook her head. "No, no of course not. But she did say that Tyler wanted her back...and that she wasn't sure what she wanted to do."

Stefan's jaw tightened. And then he sat down heavily on the sofa.

Elena knew he was worried about his cousin, but there really wasn't anything they could do. Caroline as an adult had every right to do what ever she pleased. And even if they all knew it was a huge mistake it was her own to make.

Elena walked quietly to him and sat down on the sofa.

"She'll be okay, Stefan."

He nodded. "Yeah, I know." He swiped a hand over his face and then stood up.

"Come on, let's just go back to bed, okay?"

She nodded and stood up to follow him.

Once back in the room they quietly undressed and climbed back into bed.

Elena lay in silence until she thought she couldn't take it anymore; lying so close, but yet so far.

And then she edged closer to him in the dark and lay her head on his chest, just wanting to offer him comfort.

Still not saying anything, Stefan leaned and kissed her hair gently in response.

And as they lay silently in each others arms, it was quite a while before either of them found asleep.


End file.
